ClearOne Inc. (DE) filed SEC Form 8-K: Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On October 24, 2025 (the “Effective Date”), ClearOne, Inc., a Delaware corporation (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Biamp Systems, LLC., a Delaware limited liability company (the “Purchaser”), pursuant to which the Purchaser purchased on and as of the Effective Date a significant portion of the Company’s intellectual property and product inventory and non-exclusive rights to customer data of the Company for a gross purchase price of $3.0 million (the “Asset Sale”). The Asset Sale is part of the Company’s previously announced and ongoing strategic process and in support of its previously disclosed plan to pursue one or more transactions involving the eventual sale of all or substantially all of the Company’s current assets and operations.
Under the terms of the Purchase Agreement, the Company retains ownership of its books and records and all of the Company’s equity in all of its subsidiaries. The Company plans to continue to provide product warranty and support services to its existing customers.
Once the Company completes its accounting for the Asset Sale and determines the net proceeds from the Asset Sale, such net proceeds will be used to redeem the Company’s Class A Redeemable Preferred Stock (the “Class A Preferred Stock”) in accordance with the terms and conditions of the Certificate of Designation for the Class A Preferred Stock.
The Purchase Agreement contains customary representations and warranties and agreements of the Company and the Purchaser.
The foregoing summary of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Purchase Agreement in the form filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On October 24, 2025, the Company completed the Asset Sale as described under Item 1.01 above. There were no material relationships between the Purchaser and any of the Company, its affiliates, officers or directors.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The pro forma financial information with respect to the Company's disposition of the assets sold to Biamp Systems, LLC is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
(d) Exhibits
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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. |
* Certain portions of this exhibit (indicated by “[***]”) have been omitted as the Registrant determined (i) the omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, and exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
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: October 30, 2025 |
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/s/ Simon Brewer |
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Simon Brewer |
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Chief Financial Officer |