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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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CLEARONE INC (Name of Issuer) |
COMMON STOCK, PAR VALUE $.001 PER SHARE (Title of Class of Securities) |
18506U203 (CUSIP Number) |
Soumya Cheedi c/o Sichenzia Ross Ference Carmel LLP, 1185 Avenue of the Americas, 31st floor New York, NY, 10036 646-661-5099 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/20/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 18506U203 |
| 1 |
Name of reporting person
First Finance Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
832,224.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
32.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 18506U203 |
| 1 |
Name of reporting person
HROMYK ANDREW | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
832,224.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
32.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Percent of class is owned is based upon an aggregate of 1,734,249 shares of common stock issued and outstanding on June 27, 2025, according to information provided by the Issuer. This calculation does not include the exercise or conversion of other outstanding securities of the Company owned by other security holders, but assumes (i) conversion of the Note dated June 20, 2025 issued to First Finance Ltd. and underlying Class B Convertible Preferred Stock, $0.001 par value per share, of the Issuer (the "Class B Preferred Stock") convertible into 499,334 shares of common stock and (ii) up to 332,889 common shares issuable upon conversion of up to $2 million additional shares of Class B Preferred Stock that First Finance Ltd. has the option to purchase at its sole discretion.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
COMMON STOCK, PAR VALUE $.001 PER SHARE |
| (b) | Name of Issuer:
CLEARONE INC |
| (c) | Address of Issuer's Principal Executive Offices:
5225 WILEY POST WAY, SUITE 500, SALT LAKE CITY,
UTAH
, 84116. |
| Item 2. | Identity and Background |
| (a) | This statement is filed on behalf of (1) First Finance Ltd. a California company, and (2) Andrew Hromyk, a citizen of Canada. Such parties are referred to herein individually as a "Reporting Person" and collectively as the "Reporting Persons" |
| (b) | The principal business address of Mr. Hromyk is 520 Newport Center Drive, Suite 650, Newport Beach CA, 92660. The principal business address of First Finance Ltd. is 520 Newport Center Drive, Suite 650, Newport Beach CA, 92660. |
| (c) | Mr. Hromyk is the controlling shareholder and Director of First Finance Ltd. The principal business address of Mr. Hromyk is 520 Newport Center Drive, Suite 650, Newport Beach CA, 92660. |
| (d) | The Reporting Persons have not, during the past five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). |
| (e) | The Reporting Persons have not, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws |
| (f) | First Finance Ltd. is a California company and Mr. Hromyk is a citizen of Canada |
| Item 3. | Source and Amount of Funds or Other Consideration |
On June 20, 2025 First Finance Ltd. purchased $3,000,000 of convertible notes of the Issuer (the "Notes") in a private placement transaction (the "Offering"). The Notes are convertible into a newly designated series of Class B Preferred Stock at a conversion price of $1,000 per share of Class B Preferred Stock. The number of shares of Common Stock issuable upon conversion of each share of Class B Preferred Stock shall be calculated by dividing $1,000 by $6.008. First Finance Ltd. may, at its sole election, purchase up to an additional $2 million shares of Class B Preferred stock at a purchase price of $1,000 per share. | |
| Item 4. | Purpose of Transaction |
On June 20, 2025 First Finance Ltd. purchased $3,000,000 of convertible notes of the Company (the "Notes") in a private placement transaction (the "Offering"). The Notes are convertible into a newly designated series of Class B Convertible Preferred Stock, $0.001 par value per share, of the Company (the "Class B Preferred Stock") at a conversion price of $1,000 per share of Class B Preferred Stock. The number of shares of Common Stock issuable upon conversion of each share of Class B Preferred Stock shall be calculated by dividing $1,000 by $6.008.
First Finance Ltd. may, at its sole option, purchase up to $2 million additional shares of Class B Preferred Stock at a purchase price of $1,000 per share.
In connection with the entry into the Purchase Agreement by the parties, the Company's Board of Directors (the "Board") expanded the size of the Board from four to five members (with two current vacancies after such expansion) and appointed Eric Boehnke and Youngsun Park, a/k/a Sunny Park, to the Board as nominees of First Finance Ltd. each to serve as directors of the Company until the next annual meeting of stockholders and until their respective successors are elected and qualified or until their earlier death, resignation or removal.
For so long as the Note remains outstanding, or upon conversion of the Note, for so long as the underlying Series B Preferred Stock is issued and outstanding and beneficially owned by First Finance Ltd., First Finance Ltd. shall have the right to nominate two persons to the Board, and the Issuer shall recommend that its stockholders vote in favor of such nominees at any annual or special election of stockholders at which directors shall be elected.
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| Item 5. | Interest in Securities of the Issuer |
| (a) | Mr. Hromyk beneficially owns 832,224 shares of the Issuer's common stock, resulting from Mr. Hromyk's pecuniary interest in First Finance Ltd. Based upon an aggregate of 1,734,249 shares of common stock issued and outstanding as of June 27, 2025, according to information provided by the Issuer, the shares of the Issuer's common stock beneficially owned by Mr. Hromyk constitute approximately 32.4% of the common stock of the Issuer as calculated in accordance with Rule 13d-3(d)(1). |
| (b) | First Finance Ltd. beneficially owns 832,224 shares of the Issuer's common stock. Mr. Hromyk beneficially owns 832,224 shares of the Issuer's common stock, resulting from Mr. Hromyk's pecuniary interest in First Finance Ltd. |
| (c) | Except as set forth in Item 3 above, the Reporting Persons have not effected any other transactions in any securities of the Issuer in the past 60 days. |
| (d) | N/A |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
N/A | |
| Item 7. | Material to be Filed as Exhibits. |
Joint Filing Agreement, dated as of July 1, 2025, by and between Andrew Hromyk and First Finance Ltd. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit 99.1
JOINT FILING AGREEMENT
This Joint Filing Agreement, dated July 1, 2025, is entered into by and between First Finance Ltd., a California corporation and Andrew Hromyk, a citizen of Canada (collectively referred to herein as (the “Filers”). Each of the Filers may be required to file with the U.S. Securities and Exchange Commission a statement on Schedule 13D with respect to shares of common stock, $0.001 par value per share, of ClearOne, Inc. beneficially owned by them from time to time. Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule. This Joint Filing Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.
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July 1, 2025 |
Andrew Hromyk |
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/s/ Andrew Hromyk |
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Andrew Hromyk |
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First Finance Ltd. |
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/s/ Andrew Hromyk |
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Name: |
Andrew Hromyk |
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Title: |
Principal |
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