CLEARONE INC
For the period ended Dec 31, 2023. Filed Apr 1, 2024.
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FY2023 · Filed Apr 1, 2024
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Item 16. Form 10-K Summary
Not applicable.
INDEX TO EXHIBITS
| Exhibit Number | Exhibit Description | Form | Exhibit Incorporated Herein by Reference | Filing Date |
|---|---|---|---|---|
| 3.1 | Certificate of Incorporation of ClearOne, Inc. | 8-K | 3.1 | 10/29/18 |
| 3.2 | Bylaws | 8-K | 3.2 | 10/29/18 |
| 4.1 | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | 10-K | 4.1 | 03/30/20 |
| 10.1# | 1997 Employee Stock Purchase Plan | S-8 | 4.9 | 10/06/06 |
| 10.2# | 1998 Stock Option Plan | S-8 | 4.8 | 10/06/06 |
| 10.3# | 2007 Equity Incentive Plan | S-8 | 4.7 | 01/22/08 |
| 10.4# | ClearOne, Inc. Equity Incentive Plan | S-8 | 4.8 | 01/26/16 |
| 10.5# | Amendment No. 1 to the ClearOne, Inc. Equity Incentive Plan | S-8 | 4.11 | 06/30/15 |
| 10.6# | ClearOne, Inc. Employee Stock Purchase Plan | S-8 | 4.3 | 06/30/15 |
| 10.7 | Form of Securities Purchase Agreement | 8-K | 10.1 | 09/14/20 |
| 10.8 | Form of Securities Purchase Agreement | 8-K | 10.1 | 09/13/21 |
| 10.9 | Form of Registration Rights Agreement | 8-K | 10.2 | 09/13/21 |
| 10.10 | Securities Purchase Agreement. | 8-K | 10.1 | 0104/22 |
| 10.11 | Registration Rights Agreement. | 8-K | 10.2 | 01/04/22 |
| 10.12# | Confidential Separation Agreement and General Release. | 8-K | 10.1 | 08/17/22 |
| 10.13* | Confidential Settlement and License Agreement. | 8-K | 10.1 | 12/09/22 |
| 10.14* | Non-Exclusive Cross License Agreement effective December 23, 2023 by and between ClearOne, Inc. and Sennheiser electronic GmbH & C0. KG. | 8-K | 10.1 | 12/27/23 |
| 14.1 | Code of Ethics, approved by the Board of Directors on August 23, 2006 | 10-K | 14.1 | 09/14/06 |
| 19.1† | ClearOne Inc. Statement of Policy Regarding Compliance with Insider Trading Laws | |||
| 21.1† | Subsidiaries of the registrant | |||
| 23.1† | Consent of Tanner LLC, Independent Registered Public Accounting Firm | |||
| 31.1† | Section 302 Certification of Chief Executive Officer | |||
| 31.2† | Section 302 Certification of Chief Financial Officer | |||
| 32.1† | Section 906 Certification of Chief Executive Officer | |||
| 32.2† | Section 906 Certification of Chief Financial Officer | |||
| 101.INS‡ | XBRL Instance Document | |||
| 101.SCH‡ | XBRL Taxonomy Extension Schema | |||
| 101.CAL‡ | XBRL Taxonomy Extension Calculation Linkbase | |||
| 101.DEF‡ | XBRL Taxonomy Extension Definitions Linkbase | |||
| 101.LAB‡ | XBRL Taxonomy Extension Label Linkbase | |||
| 101.PRE‡ | XBRL Taxonomy Extension Presentation Linkbase | |||
- Certain confidential portions of this exhibit have been excluded from this exhibit in accordance with Rule 24b-2 because such information is (1) not material, and (2) the Company customarily and actually treats that information as private or confidential.
† Filed herewith
‡ Information furnished herewith shall not be deemed to be “filed” for the purposes of Section 18 of the 1934 Act
#Management contract or compensatory plan or arrangement
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Registrant
/s/ Derek L. Graham
Derek L. Graham
Chief Executive Officer
April 1, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| /s/ Derek L. Graham | /s/ Raghunathan Jayashree |
|---|---|
| Derek L. Graham | Raghunathan Jayashree |
| President and Chief Executive Officer | Interim Chief Financial Officer |
| (Principal Executive Officer) | (Principal Accounting and Principal Financial Officer) |
| April 1, 2024 | April 1, 2024 |
| /s/ Eric L. Robinson | /s/ Larry R. Hendricks |
| Eric L. Robinson | Larry R. Hendricks |
| Director and Chairman of the Board | Director |
| April 1, 2024 | April 1, 2024 |
| /s/ Bruce Whaley | /s/ Lisa B. Higley |
| Bruce Whaley | Lisa B. Higley |
| Director | Director |
| April 1, 2024 | April 1, 2024 |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Page | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 270). | F-1 |
|---|---|
| Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022 | F-3 |
| Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2023 and 2022 | F-4 |
| Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2023 and 2022 | F-5 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 | F-6 |
| Notes to Consolidated Financial Statements | F-8 |
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