CLEARONE INC

S-11 MainDocument.htm S-1

Asfiled with the Securities and Exchange Commission on August 10, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CLEARONE, INC.

(Exact Name of Registrant as Specified in Its Charter)

7533 S Center View Ct. # 5311West Jordan, Utah 84084 +1 (801) 975-7200

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

GKL Registered Agents of NV, Inc. 3064 Silver Sage Drive, Suite 150, Carson City, Nevada 89701, +1 (888) 682-4368

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies of communications to:

Approximate Date of Commencement of Proposed Sale to the Public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This registration statement contains two forms of prospectuses: one to be used in connection with the public offering of up to 4,285,714 units through theplacement agent named on the cover page of this prospectus (the “Primary Offering Prospectus”) and one to be used in connection with the potential resale by selling stockholders of up to 2,496,162 shares of Common Stock (the “Resale Prospectus”).

The Resale Prospectus is substantively identical to the Primary Offering Prospectus, except for the following principal points:

• they contain different outside and inside front covers and back covers;

• they contain different “Offering” sections in the “Prospectus Summary” section;

• they contain different “Use of Proceeds” sections;

• the “Risks Related to this Offering” section of the Primary Offering Prospectus is deleted from the Resale Prospectus;

• the “Capitalization”, “Dilution”, “Description of the Securities We are Offering” and “Legal Matters” sections of the Primary Offering Prospectus are deleted from the Resale Prospectus;

• a “Selling Stockholders” section is included in the Resale Prospectus; and

• they contain different “Plan of Distribution” sections.

The Company has included in this registration statement a set of alternate pages after the back-cover page of the Primary Offering Prospectus (the “Alternate Pages”) to reflect the foregoing differences in the Resale Prospectus, as compared to the Primary Offering Prospectus. The Primary Offering Prospectus will exclude the Alternate Pages and will be used for the Primary Offering. The Resale Prospectus will be substantively identical to the Primary Offering Prospectus except for the addition or substitution of the Alternate Pages.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Minimum Offering:2,857,142 Units

Maximum Offering:4,285,714 Units

Each Unit consisting of one share of Common Stock and one Warrant to purchase one share of Common Stock

We are offering, on a best-efforts basis, a minimum of 2,857,142 units (“Units”) and a maximum of 4,285,714 Units at a price of $3.50 per Unit. Each Unit consists of one share of our common stock, par value $0.001 per share(the“Common Stock”), and one warrant to purchase one share of Common Stock (“Warrant”).

The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The issuance of such Units may result in the issuance, in the aggregate, of 20% or more of the Company’s outstanding Common Stock or voting power immediately following the closing of the transaction. Accordingly, the Company has determined that, for purposes of complying with Nasdaq Listing Rule 5635(d), stockholder approval is required in connection with the issuance of such securities. The Company obtained the requisite stockholder approval for purposes of Nasdaq Listing Rule 5635(d) on , 2026. The Warrants will initially have an exercise price of$10.00 per shareof Common Stock, will be exercisable immediately, and will expire six months from the date of issuance.

Our Common Stock is traded on Nasdaq under thesymbol“CLRO.” On August 7, 2026, the closing price for our Common Stock, as reported on Nasdaq, was $10.17 per share. There is no established trading market for the Warrants and we do not intend to list the Warrants on any securities exchange or nationally recognized trading system.

The Units will be offered at a fixed price and are expected to be issued in a single closing. The minimum aggregate amount of proceeds for this offering to close is$10,000,000 up to the maximum amount of $15,000,000. However, notwithstanding the foregoing, the shares of our Common Stock underlying any Warrants will be offered on a continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the“Securities Act”).

We have engaged ThinkEquity LLC (the“Placement Agent”) to act as our exclusive Placement Agent in connection with this offering. The Placement Agent has agreed to use its reasonable best efforts to solicit offers to purchase the securities offered by this prospectus. The Placement Agent is not purchasing or selling any of the securities we are offering, and the Placement Agent is not required to arrange the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay the Placement Agent, the Placement Agent fees set forth in the table below and to provide certain other compensation to the Placement Agent. See“Plan of Distribution” for more information regarding these arrangements.

Investing in the Common Stock is highly speculative and involves a high degree of risk, including the risk of losing your entire investment. See“Risk Factors” beginning on page 15 to read about factors you should consider before buying our Common Stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The delivery to purchasers of the securities in this offering is expected to be made on or about , 2026, subject to satisfaction of certain customary closing conditions.

ThinkEquity

The date of this prospectus is , 2026