CLEARONE INC

Current report

We are at risk for being delisted from the NASDAQ Capital Market for noncompliance with Nasdaq’s Continued Listing Standards

Current report

On April 7, 2026, we received a letter from Nasdaq informing us that we are not in compliance with the continued listing standards under Nasdaq Marketplace Rule 5550(b). We have 45 calendar days (until May 22, 2026) to submit a compliance plan. If we are unable to regain compliance with Nasdaq's continued listing standards within any applicable cure period, our common stock could be subject to delisting from the Nasdaq Capital Market. Delisting of our common stock from Nasdaq could significantly reduce the liquidity and market price of our common stock and could make it more difficult for us to access the capital markets on acceptable terms, if at all. Even after we receive a notice of non-compliance, we may not be able to regain compliance within the timeframe provided by Nasdaq. Alternative markets, such as the over-the-counter markets, generally have less liquidity and visibility than Nasdaq, and trading on such markets could adversely affect the ability of stockholders to sell their shares at a desired price.

Current report

The risk factors under the heading “Risks Relating to Share Ownership” set forth in Part I, Item 1A of the our Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 31, 2026 are hereby supplemented with the following additional risk factors:

Current report

Our Nevada Reincorporation May Affect the Rights of our Stockholders with Respect to Certain Corporation Actions

Current report

On April 22, 2026, we completed our reincorporation from Delaware to Nevada by conversion. As a Nevada corporation, we are subject to Nevada corporate law, which differs from Delaware law in certain respects, including with respect to stockholder rights, fiduciary duties of directors and officers, and the ability to adopt certain anti-takeover provisions. These differences could affect the rights of our stockholders and the governance of the Company. A discussion of these differences and related risks is set forth in our definitive information statement on Schedule 14C filed with the SEC on March 31, 2026 under the Heading “What Changes After Nevada Reincorporation?”.

Previous report

Risks Related to Our Reduced Operations Following Completion of the Asset Disposition to Biamp Systems

Previous report

Under the terms of the Certificate of Designation for our Class A Redeemable Preferred Stock, the net proceeds of the Asset Disposition to Biamp Systems can only be used to redeem the Class A Redeemable Preferred Stock and are not available for ongoing operations, other than permitted transaction costs, which could constrain liquidity and accelerate the need for additional financing. (See Note 3 and MD&A —Liquidity.)

Previous report

We will continue to offer product support and warranty services to our customers while we pursue a Strategic Transaction in the fourth quarter of 2025. Warranty claim rates and repair costs are uncertain. If actual claim volume, parts availability, labor rates, and logistics costs exceed estimates, our failure to obtain additional financing would have a material adverse effect on our business and results of operations.

Previous report

Risks Related to Our Pursuit of Strategic Transactions

Previous report

As a publicly traded company, we are susceptible to potential creditor or stockholder claims relating to any Strategic Transactions that we may consummate, including the recently completed Asset Disposition to Biamp Systems. Any such legal challengers could delay the completion of any possible Strategic Transactions and reduce the amount of consideration available to the Company’s stockholders in connection with any such transactions and have a material adverse effect on our business and results of operations.