CLEARONE INC 8-K

What Happened
ClearOne, Inc. filed an 8-K reporting that on March 12, 2026 certain stockholders (the “Consenting Stockholders”) holding a majority of voting power approved, by written consent, the company’s conversion and reincorporation from the State of Delaware to the State of Nevada (the “Nevada Reincorporation”). The company will file and mail an information statement on Schedule 14C to all holders of record of its voting capital stock as of the close of business on March 4, 2026; the plan of conversion, proposed Nevada articles of incorporation and Nevada bylaws will be appended to that Schedule 14C.

Key Details

• Approval date: March 12, 2026; Record Date for mailing Schedule 14C: March 4, 2026.
• Consenting Stockholders: First Finance, Ltd.; Edward Dallin Bagley (individually and 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.
• Holdings: the Consenting Stockholders held 1,641,162 shares of Common Stock and 1,101,385 shares of Class A Preferred Stock as of the Record Date — about 61% of the voting power of outstanding capital stock and ~53% of outstanding Class A Preferred shares.
• Timing: under Rule 14c-2, the company does not plan to effect the Nevada Reincorporation earlier than 20 calendar days after commencement of mailing the Schedule 14C.

Why It Matters
The filing notifies investors that ClearOne’s legal domicile will change from Delaware to Nevada pending completion of the conversion process and any applicable waiting periods. Investors should review the forthcoming Schedule 14C (and its appendices with the conversion plan, proposed Nevada articles and bylaws) for full details on the legal and governance changes and the timeline for the conversion.