ClearOne, Inc. Announces Major Corporate Reincorporation from Delaware to Nevada

Key Highlights:

• ClearOne, Inc. (NASDAQ: CLRO) is moving forward with a significant corporate action: the company will reincorporate from the State of Delaware to the State of Nevada.
• This decision was approved by written consent of stockholders holding a majority of the voting power and a majority of the outstanding shares of Class A Preferred Stock as of the record date, March 4, 2026.
• The move was initiated and approved by a group of major shareholders, collectively referred to as the “Consenting Stockholders.”
• The Consenting Stockholders hold approximately 61% of the voting power of all outstanding shares entitled to vote, and approximately 53% of the outstanding shares of Class A Preferred Stock.
• The company will file an information statement with the SEC on Schedule 14C, which will be mailed to all shareholders of record.
• The reincorporation will not become effective until at least 20 calendar days after the information statement is mailed to shareholders.

Details of the Reincorporation

On March 12, 2026, ClearOne, Inc. (“the Company”) received written consent from certain shareholders—collectively called the Consenting Stockholders—who together represent a majority of the voting power and preferred stock. This written consent approved the Company’s plan to change its state of incorporation from Delaware to Nevada through a statutory conversion process called the “Nevada Reincorporation.”

The Nevada Reincorporation is a strategic initiative that could have broad implications for the company’s legal, tax, and governance structures. The company will provide shareholders with a detailed information statement (Schedule 14C), including the proposed plan of conversion, the new Nevada articles of incorporation, and new bylaws. These documents will be included as appendices to the Schedule 14C.

Shareholder Implications and Potential Price Sensitivity

This type of reincorporation is considered a material event, as it can significantly impact shareholder rights, corporate governance, and potentially the company’s valuation. Investors should note:

• No additional shareholder vote is required due to the majority consent already obtained.
• The transition to Nevada could affect shareholder protections, as Nevada and Delaware have different corporate laws and standards. Typically, Nevada is considered more management-friendly, which can influence future governance and takeover defenses.
• Any changes to the company’s governing documents or structure might impact how future decisions are made, such as mergers, acquisitions, or changes in control.
• The company’s common stock (trading symbol: CLRO) will continue to be listed on the NASDAQ Capital Market.

The Consenting Stockholders are identified as:

• First Finance, Ltd.
• Edward Dallin Bagley
• Edward Dallin Bagley as trustee of the Edward Dallin Bagley Revocable Living Trust
• Lisa Higley as trustee of the Edward Dallin Bagley Irrevocable Living Trust
• Bryan Bagley
• Carolyn Bagley

Collectively, as of the record date, they held 1,641,162 shares of common stock and 1,101,385 shares of Class A Preferred Stock.

Next Steps and Timeline

In accordance with SEC Rule 14c-2, ClearOne will not complete the move to Nevada until at least 20 days after the mailing of the Schedule 14C information statement to all shareholders. Investors should watch for the mailing and review the attached documents for further details on how the reincorporation may affect their rights and the company’s structure.

Other Required Disclosures

The company confirmed that this filing does not relate to written communications under Rule 425, nor does it involve soliciting material, or pre-commencement tender offers under the Exchange Act. ClearOne also indicated that it is not an “emerging growth company” as defined by the SEC.

Potential Share Price Impact

Reincorporation actions can be price-sensitive as they may alter the risk/reward profile of the company from an investor perspective. The move to Nevada may be seen as favorable by some investors due to Nevada’s business-friendly legal environment, but others may view the change as reducing shareholder protections. Investors are advised to monitor the company’s filings and consider the potential for increased management flexibility and any impact on future shareholder value.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review the official SEC filings and consult with their financial advisors before making investment decisions. The author and publisher are not responsible for any actions taken based on this information.

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