Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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CLEARONE INC (Name of Issuer) |
COMMON STOCK, PAR VALUE $.001 PER SHARE (Title of Class of Securities) |
18506U203 (CUSIP Number) |
Benasz Hansotia c/o Sichenzia Ross Ference Carmel LLP,, 1185 Avenue of the Americas, 31st floor New York, NY, 10036 646-885-6532 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/30/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 18506U203 |
| 1 |
Name of reporting person
First Finance Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,203,662.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
53.79 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 18506U203 |
| 1 |
Name of reporting person
HROMYK ANDREW | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,203,662.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
53.79 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Percent of class owned is based upon an aggregate of 2,237,912 shares of common stock issued and outstanding on November 26, 2025, according to information provided by the Issuer.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
COMMON STOCK, PAR VALUE $.001 PER SHARE |
| (b) | Name of Issuer:
CLEARONE INC |
| (c) | Address of Issuer's Principal Executive Offices:
5225 WILEY POST WAY, SUITE 500, SALT LAKE CITY,
UTAH
, 84116. |
| Item 3. | Source and Amount of Funds or Other Consideration |
After giving effect to (1) First Finance Ltd.'s purchase of 700,000 shares of common stock of the Issuer from Edward D. Bagley in a private transaction at a purchase price of $3.00 per share pursuant to a purchase agreement dated October 30, 2025, (the "Purchase"), (2) First Finance Ltd.'s waiver of its right to purchase up to $2 million shares of Class B Preferred Stock convertible into up to 332,889 shares of common stock of the Issuer made in connection with the Purchase on November 13, 2025 and (3) conversion of 3,026 shares Class B Preferred Stock into 503,662 shares of common stock effective November 24, 2025, the reporting persons beneficially own 1,203,662 shares of common stock of the Issuer. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Mr. Hromyk beneficially owns 1,203,662 shares of the Issuer's common stock, resulting from Mr. Hromyk's pecuniary interest in First Finance Ltd. Based upon an aggregate of 2,237,912 shares of common stock issued and outstanding as of November 26, 2025, according to information provided by the Issuer, the shares of the Issuer's common stock beneficially owned by Mr. Hromyk constitute approximately 53.79% of the common stock of the Issuer as calculated in accordance with Rule 13d-3(d)(1). |
| (b) | First Finance Ltd. beneficially owns 1,203,662 shares of the Issuer's common stock. Mr. Hromyk beneficially owns 1,203,662 shares of the Issuer's common stock, resulting from Mr. Hromyk's pecuniary interest in First Finance Ltd. |
| (c) | Except as set forth in Item 3 above, the Reporting Persons have not effected any other transactions in any securities of the Issuer in the past 60 days. |
| (d) | N/A |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
N/A | |
| Item 7. | Material to be Filed as Exhibits. |
Joint Filing Agreement, dated as of November 26, 2025, by and between Andrew Hromyk and First Finance Ltd. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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