{"filing":{"accession_number":"0001753926-26-001341","cik":"0000840715","ticker":"CLRO","company_name":"CLEARONE INC","form":"8-K","filing_date":"2026-08-05","report_date":"2026-07-31","primary_document":"clro-20260731.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/840715/000175392626001341/clro-20260731.htm"},"events":[{"id":24179,"run_id":21892,"accession_number":"0001753926-26-001341","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"summary":"ClearOne entered into a warrant cancellation agreement on August 4, 2026, in connection with the Agreement and Plan of Merger dated July 1, 2026, involving ClearOne, CLRO Merger Sub, Cortigent, and Vivani Medical. The warrant cancellation is a material ancillary transaction tied to the underlying merger activity.","company_name":"CLEARONE INC","ticker":"CLRO","filing_date":"2026-08-05","form":"8-K","submitted_at":null,"items":[{"id":24621,"accession_number":"0001753926-26-001341","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The filing discloses entry into a warrant cancellation agreement on August 4, 2026, explicitly stated as Item 1.01 (Entry into a Material Definitive Agreement). While the warrant cancellation itself is the immediate subject, the agreement is disclosed in connection with an \"Agreement and Plan of Merger dated as of July 1, 2026\" involving ClearOne, CLRO Merger Sub, Cortigent, and Vivani Medical. The warrant cancellation is a material ancillary transaction tied to the merger activity, making the underlying M\u0026A event the principal disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-06T00:26:40.032848+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":24180,"run_id":21892,"accession_number":"0001753926-26-001341","anchor_item_number":"5.02","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.75,"summary":"ClearOne established a new employment agreement with Simon Brewer (CFO) effective upon completion of the Cortigent acquisition, providing a $300,000 annual base salary, discretionary performance bonus eligibility, 200,000 stock options with 25% annual vesting, six months' severance plus COBRA, and non-compete/non-disparagement covenants.","company_name":"CLEARONE INC","ticker":"CLRO","filing_date":"2026-08-05","form":"8-K","submitted_at":null,"items":[{"id":24622,"accession_number":"0001753926-26-001341","item_number":"5.02","item_title":null,"event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The disclosure centers on a new employment agreement with Simon Brewer (CFO) that establishes compensatory arrangements including a $300,000 annual base salary, discretionary performance bonus eligibility, 200,000 stock options with 25% annual vesting, severance terms (six months' salary plus COBRA), and non-compete/non-disparagement covenants. While the agreement is effective upon completion of the Cortigent acquisition, the primary disclosed action is the establishment of Brewer's compensation package and employment terms, making this an exec_compensation event rather than a pure appointment (which would emphasize the hiring itself).","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-06T00:26:40.032848+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":24181,"run_id":21892,"accession_number":"0001753926-26-001341","anchor_item_number":"5.07","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.92,"summary":"ClearOne stockholders approved by written consent on August 3, 2026, the issuance of 12,500,000 shares (representing more than 20% of outstanding stock and triggering a change of control under Nasdaq rules) and the adoption of the 2026 Omnibus Incentive Plan.","company_name":"CLEARONE INC","ticker":"CLRO","filing_date":"2026-08-05","form":"8-K","submitted_at":null,"items":[{"id":24623,"accession_number":"0001753926-26-001341","item_number":"5.07","item_title":null,"event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The filing discloses the results of a stockholder vote by written consent on August 3, 2026, approving (i) issuance of 12,500,000 shares representing more than 20% of outstanding stock and triggering a change of control under Nasdaq rules, and (ii) adoption of the 2026 Omnibus Incentive Plan. This is a classic Item 5.07 shareholder vote result with material consequences including change of control and significant dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-06T00:26:40.032848+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":24621,"accession_number":"0001753926-26-001341","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The filing discloses entry into a warrant cancellation agreement on August 4, 2026, explicitly stated as Item 1.01 (Entry into a Material Definitive Agreement). While the warrant cancellation itself is the immediate subject, the agreement is disclosed in connection with an \"Agreement and Plan of Merger dated as of July 1, 2026\" involving ClearOne, CLRO Merger Sub, Cortigent, and Vivani Medical. The warrant cancellation is a material ancillary transaction tied to the merger activity, making the underlying M\u0026A event the principal disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-06T00:26:40.032848+00:00","company_name":"CLEARONE INC","ticker":"CLRO","filing_date":"2026-08-05"},{"id":24622,"accession_number":"0001753926-26-001341","item_number":"5.02","item_title":null,"event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The disclosure centers on a new employment agreement with Simon Brewer (CFO) that establishes compensatory arrangements including a $300,000 annual base salary, discretionary performance bonus eligibility, 200,000 stock options with 25% annual vesting, severance terms (six months' salary plus COBRA), and non-compete/non-disparagement covenants. While the agreement is effective upon completion of the Cortigent acquisition, the primary disclosed action is the establishment of Brewer's compensation package and employment terms, making this an exec_compensation event rather than a pure appointment (which would emphasize the hiring itself).","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-06T00:26:40.032848+00:00","company_name":"CLEARONE INC","ticker":"CLRO","filing_date":"2026-08-05"},{"id":24623,"accession_number":"0001753926-26-001341","item_number":"5.07","item_title":null,"event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The filing discloses the results of a stockholder vote by written consent on August 3, 2026, approving (i) issuance of 12,500,000 shares representing more than 20% of outstanding stock and triggering a change of control under Nasdaq rules, and (ii) adoption of the 2026 Omnibus Incentive Plan. This is a classic Item 5.07 shareholder vote result with material consequences including change of control and significant dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-06T00:26:40.032848+00:00","company_name":"CLEARONE INC","ticker":"CLRO","filing_date":"2026-08-05"}]}
