CLEARONE INC
For the period ended Sep 30, 2026. Filed Nov 10, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 10, 2026
CLRO$4.16-9.6%Stored close · as of Nov 10, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001753926-26-001521
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-10.
0001753926-26-002096
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 30 previous paragraphs and 32 current paragraphs.
28 unchanged; 2 reworded; 2 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (2)
Current report
Subsequent to the quarter end, on October 8, 2026, we received a determination letter from the Nasdaq Listing Qualifications Staff stating that we had not regained compliance with the $2,500,000 minimum stockholders’ equity requirement and that, absent a timely request for a hearing, trading in our common stock would be suspended at the opening of business on October 19, 2026 and our securities would be removed from listing and registration. On October 14, 2026, we requested a hearing before a Nasdaq Hearings Panel and paid the applicable fee, which request stayed the suspension pending the Panel’s decision. The hearing is scheduled for November 17, 2026. There can be no assurance that the Panel will grant our request for continued listing. If the Panel does not grant continued listing, or if we are otherwise unable to regain and maintain compliance, our common stock will be delisted from the Nasdaq Capital Market. See Note 15 — Subsequent Events.
Current report
We may be exposed to cybersecurity and data security risks as a result of the Merger. Following the Merger, we expect to depend on third-party and shared information technology systems, including systems maintained by Vivani, and we will have limited internal IT and security personnel. Integrating or transitioning these systems, winding down legacy ClearOne operations and systems, and the increased visibility associated with the Merger and the Financing could increase our exposure to cyberattacks, ransomware, phishing, wire fraud and other security incidents. A security incident could result in the loss or disclosure of confidential, proprietary or personal information, disrupt our operations, expose us to regulatory action and litigation, and harm our reputation, and our insurance may not be adequate to cover resulting losses.
Reworded paragraphs (2)
Previous wording
There have been no material changes to the risk factors set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025. The following risk factors supplement and highlight certain risks that are particularly material to the Company in light of events occurring during the quarter ended June 30, 2026 and certain subsequent events.
Current wording
The following risk factors supplement the risk factors set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 and highlight certain risks that are particularly material to the Company in light of events occurring during the quarter ended September 30, 2026 and certain subsequent events.
Previous wording
On April 7, 2026, we received a letter from the Nasdaq Listing Qualifications staff notifying us that we were not in compliance with the continued listing requirement under Nasdaq Listing Rule 5550(b)(1), which requires a minimum of $2,500,000 in stockholders' equity. We submitted a compliance plan on May 22, 2026. Separately, on July 8, 2026, the Nasdaq staff determined that our proposed Merger with Cortigent constitutes a change of control under Listing Rule 5110(a), such that the post-transaction entity must satisfy all of Nasdaq's initial listing requirements and complete the initial listing process prior to consummation of the Merger (see Note 14 — Subsequent Events). If we are unable to regain compliance with the continued listing standards, or if the post-transaction entity is unable to satisfy Nasdaq's initial listing requirements, our common stock could be delisted 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 wording
On April 7, 2026, we received a letter from the Nasdaq Listing Qualifications staff notifying us that we were not in compliance with the continued listing requirement under Nasdaq Listing Rule 5550(b)(1), which requires a minimum of $2,500,000 in stockholders' equity. We submitted a compliance plan on May 22, 2026. Separately, on July 8, 2026, the Nasdaq staff determined that our proposed Merger with Cortigent constitutes a change of control under Listing Rule 5110(a), such that the post-transaction entity must satisfy all of Nasdaq's initial listing requirements and complete the initial listing process prior to consummation of the Merger (see Note 14 —Merger Agreement and Related Transactions). If we are unable to regain compliance with the continued listing standards, or if the post-transaction entity is unable to satisfy Nasdaq's initial listing requirements, our common stock could be delisted 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.