CLRO

(the “Company,” “we,” “us” or “our”), a Delaware corporation, was previously engaged in the design, development, and marketing of professional audio conferencing, microphone, and video collaboration solutions .
All share and per-share amounts presented in this report (current and historical) have been adjusted to reflect the 15-for-1 reverse stock split effected in June 2025.
October 2025 Asset Sale On October 24, 2025, the Company completed the sale of certain intellectual property, product inventory, and non-exclusive rights to customer data to Biamp Systems, LLC (“Biamp”) for gross cash consideration of $3.0 million (the “Asset Sale”) pursuant to an Asset Purchase Agreement dated the same date.
Biamp did not assume any warranty or technical support obligations.
The Company retained its books and records, all equity interests in subsidiaries, certain minor assets (including a limited amount of inventory held solely to service warranties), and all public-company assets and obligations.
See Note 2 to the Consolidated Financial Statements and the Company’s Current Report on Form 8-K filed October 30, 2025 for additional information regarding the Asset Sale.
Post-Asset-Sale Operations Following the Asset Sale, the Company no longer manufactures or sells products and maintains a limited inventory and provides customer support services to satisfy warranty claims.
Its continuing activities consist solely of (i) fulfilling warranty and technical support obligations on legacy products in accordance with published policies, (ii) managing and liquidating remaining assets of the Company's legacy operating business, (iii) evaluating potential strategic transactions; (iv) collecting accounts receivable and recovering prepaid assets, (v) satisfying outstanding liabilities, and (vi) maintaining public-company compliance.
These activities are transitional in nature and are not expected to generate material revenue.
Strategy and Strategic Alternatives The Company is actively evaluating strategic alternatives intended to enhance stockholder value.
These alternatives may include without limitation one or more special transactions, an investment in, or an acquisition of a private operating company, additional asset sales, or other actions that maximize value for stockholders.
The closing of the Asset Sale on October 24, 2025 triggered the mandatory redemption of all outstanding shares of the Company’s Class A Redeemable Preferred Stock.
The Company currently estimates the final redemption amount will be approximately $ 50 after permitted expenses and net asset recoveries.
There can be no assurance that any strategic transaction will be completed on favorable terms or at all.
Significant Ownership Changes On November 24, 2025, Edward D.
Bagley sold 700,000 shares of common stock to First Finance Ltd.
As of December 31, 2025, First Finance Ltd. beneficially owned approximately 53.8% of our outstanding common stock.
Any material changes in ownership after December 31, 2025 are disclosed as subsequent events where required.
Company Information Our website address is www.clearone.com.
We make our annual, quarterly, and current reports available free of charge on the “Investor Relations” section of our website as soon as reasonably practicable after filing with the SEC.
The SEC maintains a website at www.sec.gov that contains reports, proxy statements, and other information regarding issuers that file electronically.
For a discussion of certain risks applicable to our business, results of operations, financial position, and liquidity, see the risk factors described in “Item 1A, Risk Factors” below.
If we are unable to complete a strategic transaction, we may not be able to continue as a going concern.
In November 2024, we announced that our board of directors had formed a Special Transaction Committee (the “Special Transaction Committee”) to conduct a comprehensive review of strategic alternatives focused on maximizing stockholder value, including, but not limited to, equity or debt financing alternatives, merger and acquisition transactions, divestiture of assets, licensing opportunities, joint ventures, collaborations or other commercial arrangements with other companies, or other special transactions (each, a “Strategic Transaction”).
Following the disposition of certain operating assets in October 2025 and the resulting transition to a reduced, transitional operating posture, our ability to enhance stockholder value and improve our liquidity position is highly dependent on the successful evaluation and execution of one or more Strategic Transactions.
We may be unable to complete a Strategic Transaction within a reasonable timeframe, on attractive terms, or at all.
Market conditions, including the historical volatility of our common stock, may limit our ability to raise capital on favorable terms, or at all, and any public or private offering of debt or equity securities may be significantly dilutive to existing stockholders.
There is no set timetable for the overall process, as anticipated timelines for different strategic alternatives may vary, and there can be no assurance that this process will result in us pursuing a transaction or that any transaction, if pursued, will be completed on attractive terms or at all.
If we are unable to complete a Strategic Transaction or otherwise obtain additional capital, our ability to continue operations and satisfy our obligations could be materially adversely affected.
A Strategic Transaction, if completed, may substantially change the nature of our business, capital structure, and stockholder rights.
We will require additional financing to fund our operations and obligations, which may not be available to us on acceptable terms or at all, and our auditor has expressed substantial doubt about our ability to continue as a going concern.
As of December 31, 2025 , we had approximately $0.74 million of cash and cash equivalents and restricted cash.
Following the October 2025 disposition of certain operating assets and the resulting reduction in revenue-generating activities, our continuing activities primarily consist, among other things, of maintaining public company compliance and fulfilling ongoing obligations, including warranty servicing and technical support related to products sold prior to the asset sale, managing remaining assets and liabilities, and evaluating and pursuing strategic alternatives.
These activities are not expected to generate revenue at levels sufficient to fund ongoing operating costs.
As a result, we will require additional financing and/or the completion of one or more Strategic Transactions to fund ongoing operating costs, professional fees, compliance costs, and other obligations as they become due.
We have incurred significant losses and experienced negative cash flows, and substantial doubt exists about our ability to continue as a going concern.
We may not be able to obtain the necessary financing, complete a Strategic Transaction, or otherwise improve our liquidity position on acceptable terms or at all.
Our financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.
Following the disposition of certain operating assets, we have limited continuing activities that are not expected to generate revenue at levels sufficient to fund ongoing operating costs.
Our continuing activities are not expected to generate material revenue at levels sufficient to fund ongoing operating costs.

and 481 more.

Gone since FY2024

(the Company) was incorporated in Utah in 1983 and reincorporated in Delaware on October 25, 2018.
The Company is headquartered in Salt Lake City, Utah.
The Company has other locations in Gainesville, Florida; Zaragoza, Spain; Chennai, India; and Dubai, United Arab Emirates.
We compete in a global market with our conferencing, collaboration, and network streaming solutions.
We design, develop and sell conferencing, collaboration and network streaming solutions for voice and visual communications.
The performance and simplicity of our advanced, comprehensive solutions offer unprecedented levels of functionality, reliability and scalability.
Our comprehensive line of high-quality conferencing and collaboration products are targeted for large, medium and small businesses, as well as for personal use.
We are an innovative solution provider in the installed professional audio-conferencing market, where our products are used in numerous industries such as enterprise, healthcare, education, government, legal and finance.
We have an established history of product innovation and plan to continue to apply our expertise in audio, video and networked AV to design, develop and introduce innovative new products and enhance our existing products.
Our end-users range from some of the world’s largest and most prestigious companies and institutions to small and medium-sized businesses, higher education and government organizations, as well as individual consumers.
We sell our commercial products to these end-users through a global network of independent distributors who, in turn, sell our products to dealers, systems integrators and other value-added resellers.
We also sell directly to dealers, systems integrators and other value-added resellers.
Our solutions save end-users time and money by creating a natural environment for collaboration and communication.
Our partners, who are involved in system integration benefit from simpler project designs and lower support costs because our products are designed and built to work with each other seamlessly.
Company Information Our website address is http://www.clearone.com.
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to such reports are available, free of charge, on our website in the “Investor Relations” section under “Company.” These reports are made available as soon as reasonably practicable after we file such material with, or furnish it to, the SEC.
These reports are also available on the SEC’s website, which is located at http://www.sec.gov.
ITEM 1 - BUSINESS For a discussion of certain risks ap plicable to our business, results of operations, financial position, and liquidity, see the risk factors described in “Item 1 A, Risk Factors” below.
Our Business Strategy The Company’s primary challenge is the loss of revenue and consequent reduction of cash flows due to operating losses.
Our current strategy consists of the following elements to overcome this adverse situation: ● Continue our product innovation to bring to market products that are needed by our partners and end-users; ● Increase margins of our products and reduce operational costs to improve profitability; ● Focus on our core products and improve the quality, ease of use, and competitiveness of our products; ● Develop products that have improved interoperability with products from other suppliers; and ● Provide continually improving levels of support to our channel partners.
We currently participate in the following markets: ● All aspects of audio conferencing including installed professional audio conferencing through DSP mixers, and USB based speakerphones; ● Professional microphones to support audio and video collaboration through patented beamforming microphone arrays, ceiling microphones and wireless microphones; ● Visual collaboration including cameras, and Bring-Your-Own-Device systems; and ● Audio Visual Networking which includes sound reinforcement and audio distribution.
Our business goals are to: ● Improve our global market share in the professional installed conferencing products segment; ● Position ClearOne as the preferred AV channel partner uniquely offering a complete value-chain of solutions from audio to video maximizing AV channel partner profitability; ● Extend total addressable market from our traditional stronghold of installed audio conferencing and microphones to adjacent complementary markets – video collaboration and AV networking; ● Continue to leverage visual collaboration and AV networking technologies to enlarge our current market share; ● Focus on the small and medium business market segment with appropriately scaled, lower cost and less complex products and solutions; ● Capitalize on the growing influence of information technology channels in the audio-visual market and introduce more solutions to these channels; ● Capitalize on the convergence of audio visual and information technology to meet enterprise and commercial communication needs for complete AV room solutions; ● Improve the interoperability of our products to increase the ability of our products to work with wider range of other audio-visual products in the market; ● Pursue certifications and partnerships to position our products favorably in the growing Microsoft Teams ecosystem; ● Leverage software-based platforms across all our product lines; and ● Expand and strengthen our sales channels.
We will continue to focus on our core strengths, which include the following: ● Providing a superior conferencing and collaboration experience; ● Delivering the complete value chain for audio visual communication; ● Extending our capabilities in product innovation in the areas of AV collaboration and AV networking; ● Offering greater innovation, interoperability and value to our end-users and channel partners; ● Leveraging and extending ClearOne technology, leadership and innovation; ● Focusing on our core products and improving the quality of our products to attain higher levels of customer satisfaction; ● Leveraging our strong domestic and international channels to distribute new products; and ● Strengthening existing end-user and channel partner relationships through dedicated and comprehensive support.
PRODUCTS Our products can be broadly categorized into the following: ● Audio-conferencing including installed DSP based professional audio conferencing and USB-based speakerphones; ● Professional microphones consisting of patented beamforming microphone arrays, ceiling microphones and wireless microphones; and ● Video including video collaboration and AV networking products.
AUDIO CONFERENCING Our full range of audio conferencing products include ( i ) professional installed DSP based audio conferencing and sound-reinforcement products used in enterprise, healthcare, education and distance learning, government, legal and finance organizations, (ii) mid-tier premium conferencing products for smaller rooms and small and medium businesses which interface with video and web conferencing systems, and (iii) affordable USB-based speakerphones that can be used with PCs, laptops, tablets, smartphones, and other portable devices.
Our audio-conferencing products feature our proprietary HDConference ® , Distributed Echo Cancellation ® and noise cancellation technologies to enhance communication during a conference call by eliminating echo and background noise.
Most of our products also feature some of our other HDConference proprietary audio processing technologies such as adaptive modeling and first-microphone priority, which combine to deliver clear, crisp and full-duplex audio.
These technologies enable natural and fatigue-free communication between distant conferencing participants.
Our audio-conferencing products contributed 37.7 % and 44.7 % of our conso lidated revenue in 2024 and 2023 , respectively.
Professional installed audio-conferencing and sound reinforcement We compete in the global professional installed audio-conferencing market.
We are a pioneer in the development of high-end, professional conferencing products and we have established strong brand recognition for these products worldwide.
Our installed professional conferencing products include the CONVERGE ® Pro 2 and CONVERGE Pro 2 SR product lines.
Our flagship CONVERGE Pro 2 product line leads our professionally installed audio products line.
The CONVERGE Pro 2 product line currently includes CONVERGE Pro 2 128 , CONVERGE Pro 2 128 VT , CONVERGE Pro 2 128 VTD, CONVERGE Pro 2 120 , CONVERGE Pro 2 012 , CONVERGE Pro 2 48 VT and CONVERGE Pro 2 48 VTD.
CONVERGE Pro 2 SR product line currently includes CONVERGE Pro 2 128 SR, and CONVERGE Pro 2 128 SRD.
CONVERGE Pro 2 and CONVERGE Pro 2 SR together offer various levels of integration and features to allow a commercial system integrator to optimize a system to fit diverse conferencing applications and environments.
The CONVERGE Pro 2 product line succeeded the original CONVERGE Pro product line, which is currently being phased out as our customers transition fully to the CONVERGE Pro 2 product line.
CONVERGE Pro 2 ’s broad DSP platform satisfies clients’ diverse audio needs with these features: ● Best-in-class audio delivered through next-gen Acoustic Echo Cancellation and Noise Cancellation processing with Acoustic Intelligence, advanced microphone gating and built-in DARE™ feedback elimination; ● Powerful architecture – Up to 12 mic/line inputs per unit, built-in USB audio interface, built-in optional Dante™ for networked audio; ● Daisy- chainable design to support up to 144 Mic/line inputs, C-Link expansion bus with 150 channels and P-Link bus for scalable connection of peripheral devices including any combination of ClearOne peripheral devices, such as the BMA CT, BMA 360 , USB Expander, GPIO Expander and/or the DIALOG® 20 USB Wireless Microphone system; ● Supports video conferencing, audio and web conferencing, in-room meetings, wireless presentation, and more; ● Integration of VoIP or telephony, USB, and Dante™ for maximum functionality; ● Ability to control local meeting rooms and audio distribution applications with flexible options – BYOD dialer apps or 3 rd party control systems. ● Configure, manage, monitor and troubleshoot the entire system of auto-discovered devices with MatrixView™ and FlowView™ in CONSOLE AI for visualized audio signal paths.
The CONVERGE Pro 2 line of products is ably supported by a GPIO expansion box and a USB expansion box.
CONVERGE Pro 2 products interoperate with Microsoft Teams, Zoom, Google Meet, and other popular collaboration applications.

and 938 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

Watch CLRO. Know when insiders buy.

One email the day a filing lands. Free.