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): July 16, 2026 (~~June~~July 301, 2026)

ClearOne, Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-33660		87-0398877
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

7533 S Center View Ct. # 5311, West Jordan, Utah		84084
(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 ☐~~

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 1.01 Entry into a Material Definitive Agreement.

On ~~June~~July 301, 2026, ClearOne, Inc. (Nasdaq: CLRO) ("ClearOne" or the "Company") entered into aan ~~Loan~~ Agreement and Plan of Merger (the "~~Loan~~Merger Agreement") ~~with~~by ~~First~~and ~~Finance~~among ~~Ltd~~ClearOne, CLRO Merger Sub, Inc., a wholly-owned subsidiary of ClearOne ("~~First~~Merger ~~Finance~~Sub"), ~~pursuant~~Cortigent, toInc. ~~which~~("Cortigent"), ~~First~~and ~~Finance~~Vivani ~~agreed~~Medical, toInc. ~~lend~~("Vivani" ~~the~~or ~~Company~~"Seller"), uppursuant to $1which,~~000,000~~ insubject ~~the~~to ~~aggregate (~~the ~~"Loan").~~satisfaction ~~The~~or ~~Loan~~waiver isof ~~structured~~certain ~~in tranches~~conditions, ~~with~~Merger anSub ~~initial~~will ~~tranche~~merge ofwith ~~$500,000~~ and ~~additional~~into ~~tranches~~Cortigent, ofwith ~~$250,000~~Cortigent ~~each,~~surviving inas ~~each~~a ~~case~~wholly-owned onsubsidiary ~~dates~~of ~~mutually~~ClearOne ~~agreed~~(the by"Merger" or the ~~parties~~"Transaction").

The material terms of the Loan Agreement are as follows:

~~Principal~~Merger ~~Amount~~Consideration .. UpAs toconsideration ~~$1,000,000~~for inall ~~aggregate~~of the issued and outstanding shares of Cortigent common stock, ~~advanced~~Vivani inwill ~~tranches~~receive ($12,500,000 shares ~~initial~~of ~~tranche;~~ClearOne ~~$250,000~~common ~~per~~stock ~~additional~~(the ~~tranche~~"Consideration Shares"). No fractional shares will be issued. The Consideration Shares will be subject to lock-up restrictions and registration rights as set forth in the Merger Agreement.

~~Interest Rate~~Financing. ~~11%~~In ~~per~~connection ~~annum~~with the Transaction, ~~calculated~~ClearOne ~~daily~~has agreed to file a registration statement on ~~the~~Form ~~basis~~S-1 ofto raise a ~~360-day~~minimum ~~year~~of $10,000,000 ~~accruing~~and ~~from~~a maximum of $15,000,000 (the "Financing") ~~applicable~~concurrently ~~advance~~with ~~date~~seeking ~~until~~stockholder ~~repayment~~approval inof ~~full~~the Transaction. ~~Overdue~~The ~~interest~~Financing iswill ~~compounded~~be ~~and~~structured ~~added~~as tounits ~~principal~~consisting of shares of ClearOne common stock and warrants.

~~Maturity~~Board ~~Date~~of Directors. ~~The~~At ~~earlier~~the Effective Time, the post-closing board of directors ~~(i)~~will ~~six~~consist ~~(6)~~of ~~months~~five ~~following~~members: ~~June~~Adam 30Mendelsohn (Chairman), ~~2026~~Jonathan Adams, ~~(i.e.~~John Bowers, ~~December~~Linda 30Szyper, ~~2026)~~and orEric ~~(ii)~~Robinson. ~~such~~Eric Robinson ~~other~~will ~~date~~serve as ~~the~~Chair ~~parties~~of ~~may~~the ~~mutually~~Audit ~~agree in writing~~Committee.

~~Prepayment~~Post-Closing Officers. ~~The~~At ~~Company~~the ~~may~~Effective ~~prepay~~Time, ~~all~~the ~~outstanding~~officers ~~indebtedness~~of atthe combined ~~any~~company ~~time~~will ~~without~~be: ~~notice,~~Jonathan ~~bonus~~Adams or(President ~~penalty~~& CEO), ~~provided~~Ed noSedo ~~Event~~(CFO and ofPrincipal ~~Default~~Accounting isOfficer), ~~outstanding~~and Rachel Evans (Corporate Secretary).

~~Events~~Equity ~~of Default~~Moratorium. ~~The~~For ~~Loan Agreement contains customary events of default, including failure to pay principal or interest when due (subject to~~ a ~~10 business day cure~~ period), ~~repayment~~ of ~~other~~12 ~~indebtedness~~months ~~prior~~following ~~to this Loan, assignment for~~ the ~~benefit of creditors~~Closing, ~~liquidation~~ClearOne orwill ~~dissolution,~~be ~~appointment~~subject ofto ~~a receiver, and bankruptcy proceedings. Upon~~ an ~~event~~equity ofissuance ~~default~~moratorium, ~~the~~subject ~~outstanding~~to ~~indebtedness~~certain ~~becomes~~permitted ~~immediately~~exceptions ~~due~~set ~~and~~forth ~~payable (automatically~~ in the ~~case~~Merger ~~of insolvency-related events, or upon demand for payment failure)~~Agreement.

~~Governing~~ Advisor ~~Law~~Shares. ~~State~~ClearOne may issue up to 855,000 shares of ~~Nevada~~its common stock to financial advisors and other service providers in connection with the Transaction, as set forth in the Merger Agreement.

Other Agreements. Vivani and Cortigent will take all actions reasonably necessary to ensure that, as of closing of the Transaction, no stock options, restricted share units, deferred share units, warrants, or other equity securities of Cortigent remain outstanding, other than Cortigent common stock. In connection with the Transaction, ClearOne has agreed to grant at Closing up to 1,400,000 stock options to certain individuals affiliated with Cortigent and issue 855,000 shares of common stock to certain consultants and advisors who provided services in connection with the Transaction. The ~~Company~~Stockholders ~~expects~~of ClearOne collectively holding at least 50.1% ClearOne common stock have agreed to ~~use~~enter into voting support agreements pursuant to which they will vote in favor of certain matters supported by the ~~proceeds~~Vivani-designated directors and certain other specified actions. Vivani has likewise agreed to enter into a voting support agreement pursuant to which it will vote its shares of ClearOne common stock in support of the ~~Loan~~director ~~for~~designated ~~general~~by ~~working~~the ~~capital~~ClearOne ~~purposes~~stockholders and certain related matters. Vivani has agreed to customary lock-up restrictions on the Consideration Shares received in the Transaction, with 50% of such shares subject to a one-year lock-up and the remaining 50% subject to a two-year lock-up following Closing.

~~The~~Conditions ~~foregoing~~to ~~description~~Closing. The consummation of the Transaction ~~Loan~~is ~~Agreement~~subject ~~does not purport~~ to becustomary ~~complete~~closing ~~and~~conditions, isincluding: ~~qualified~~(i) inapproval of ~~its~~the ~~entirety~~Transaction by ~~reference to~~ the ~~full~~stockholders ~~text~~ of ~~the~~ClearOne ~~Loan~~and ~~Agreement,~~Vivani; a(ii) ~~copy~~ completion of ~~which~~the isFinancing; ~~filed~~(iii) asClearOne's ~~Exhibit~~continued ~~10.1~~listing toon ~~this~~The ~~Current~~Nasdaq ~~Report~~Capital Market; on(iv) effectiveness of the Form 8S-K1; and ~~incorporated~~(v) ~~herein~~other bycustomary ~~reference~~conditions.

~~Item~~End 2Date.~~03 Creation~~ The ofMerger aAgreement ~~Direct~~may ~~Financial~~be ~~Obligation~~terminated orby aneither ~~Obligation~~party if ~~under~~the ~~and~~Transaction ~~Off-Balance~~has ~~Sheet~~not ~~Arrangement~~been consummated within 180 days of athe ~~registrant~~date of the Merger Agreement, subject to extension under certain circumstances.

~~The~~Financial ~~information set forth under Item 1~~Advisor.01 ThinkEquity ofLLC ~~this~~acted ~~Current~~as ~~Report~~the sole onfinancial ~~Form~~advisor ~~8-K~~to isClearOne ~~incorporated~~in ~~herein~~connection bywith ~~reference~~the Transaction.

Governing Law. The Merger Agreement is governed by the laws of the State of Delaware.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01 Other events.

On July 2, 2026, ClearOne issued a press release announcing the execution of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Exhibit Title
10.1		Loan Agreement, dated as of June 30, 2026, by and between ClearOne, Inc. and First Finance Ltd.
2.1		Agreement and Plan of Merger, dated as of July 1, 2026, by and among ClearOne, Inc., CLRO Merger Sub, Inc., Cortigent, Inc., and Vivani Medical, Inc.
99.1		Press Release of ClearOne, Inc. dated July 2, 2026.
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: June 30, 2026	By:	/s/ Simon Brewer
Date: July 6, 2026	By:	/s/ Simon Brewer
		Simon Brewer
		Chief Financial Officer

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