CLRO Clearone Inc - 8-K

Item 5.03               Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 22, 2026, ClearOne, Inc. (the “Company”) filed (i) a certificate of conversion with the Secretary of State of the State of Delaware and (ii) articles of conversion with the Secretary of State of the State of Nevada, pursuant to which the reincorporation of the Company from the State of Delaware to the State of Nevada (the “Reincorporation”) became effective on April 22, 2026, at 4:00 p.m. Eastern Time (1:00 p.m. Pacific Time).

As a result of the Reincorporation:

the Company’s state of incorporation changed from the State of Delaware to the State of Nevada.

The Company’s name remains “ClearOne, Inc.”

the affairs of the Company ceased to be governed by the laws of the State of Delaware and the Company’s previous certificate of incorporation and bylaws, and instead became governed by the laws of the State of Nevada and the articles of incorporation filed with the Secretary of State of the State of Nevada (the “Nevada Articles”) and the bylaws approved by the Company’s board of directors (the “Nevada Bylaws”).

The rights of the Company’s stockholders are now governed by the Nevada Articles, the Nevada Bylaws, and Nevada law (instead of Delaware law).

The Nevada Articles authorize 200,000,000 shares of capital stock, consisting of 150,000,000 shares of common stock, par value $0.001 per share, and 50,000,000 shares of preferred stock, par value $0.001 per share. Of the preferred stock, 2,069,065 shares are designated as Class A Redeemable Preferred Stock and 5,100 shares are designated as Class B Convertible Preferred Stock, with the rights, preferences, and privileges of each class set forth in Schedules A and B to the Nevada Articles, respectively.

The Reincorporation did not result in any change to the Company’s business, assets, liabilities, or operations. The Company’s common stock continues to trade on The Nasdaq Capital Market under the symbol “CLRO” (subject to any future symbol change notification).

The Nevada Articles and Nevada Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01.                 Financial Statements and Exhibits.

(d)   Exhibits

Exhibit   No

Exhibit   Title

3.1

Articles of Incorporation of ClearOne, Inc., a Nevada corporation (filed April 22, 2026)

3.2

Bylaws of ClearOne, Inc., a Nevada corporatio