UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Securities Registered Pursuant to Section 12(b) of the Act:
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The |
Item 1.01 Entry into a Material Definitive Agreement
On January 4, 2022, ClearOne, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Edward D. Bagley, pursuant to which the Company agreed to issue and sell, in a private placement 1,538,461 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $1.30 per share of Common Stock (the “Offering”). The consideration for the Shares is the cancellation and termination of Mr. Bagley’s outstanding bridge loan to the Company in the principal amount of $2,000,000 originally issued on July 2, 2021 and amended and restated on September 11, 2021. Mr. Bagley is an affiliate of the Company and the Company’s single largest stockholder.
The Shares are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder.
Pursuant to the terms of a registration rights agreement dated January 4, 2022 by and among the Company and Mr. Bagley (the “Registration Rights Agreement”), the Company agreed to use best efforts to cause a registration statement on Form S-3 providing for the resale by Mr. Bagley of the Shares to become effective 40 days following the date that the Company files with the SEC all of the information in its annual report on Form 10-K for the year ended December 31, 2021, including all of the information required by Part III of Form 10-K..
The Purchase Agreement contains customary representations and warranties and agreements of the Company and Mr. Bagley and customary indemnification rights and obligations of the parties. Pursuant to the terms of the Purchase Agreement, the Company has agreed to certain restrictions on the issuance and sale of its Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement) until 45 days after the registration statement covering the shares has been declared effective by the SEC.
The Offering is expected to close on or about January 4, 2022, subject to customary closing conditions.
The foregoing summaries of the Purchase Agreement and Registration Rights Agreement do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.
Item 3.02 Unregistered Sale of Equity Securities
The disclosure of the Offering under Item 1.01 above is incorporate herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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10.1 |
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10.2 |
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104.1 |
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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.
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CLEARONE, INC. |
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Date: January 4, 2022 |
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/s/ Zeynep Hakimoglu |
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Zeynep Hakimoglu |
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Chief Executive Officer (Principal Executive Officer) |