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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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
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CLEARONE INC (Name of Issuer) |
Common Stock (Title of Class of Securities) |
18506U203 (CUSIP Number) |
Edward Dallin Bagley 2350 Oakhill Drive, Salt Lake City, UT, 84121 801 573-8227 (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
BAGLEY EDWARD D | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
143,224.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Includes options to purchase 2,556 shares of common stock beneficially owned by Mr. Bagley as of November 24, 2025. (2) Excludes 23,684 shares of common stock that are beneficially owned by Mr. Bagley's spouse. Mr. Bagley disclaims beneficial ownership of these shares pursuant to Rule 13d-4. (3) Calculated based on 1,734,250 issued and outstanding shares of common stock as of November 13, 2025 and assuming the exercise of all of the options and warrants described in note (1) above.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (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 1 Comment:
This Amendment No. 10 (this "Amendment") is being filed as an amendment to the initial statement on Schedule 13D of the reporting person relating to the common stock, par value $0.001 per share (the "Common Stock"), of ClearOne Inc., a Delaware corporation (the "Company"), as filed with the Securities and Exchange Commission (the "SEC") on May 29, 2009, as previously amended through the date hereof (the "Schedule 13D"). The Company's principal executive offices are located at 5225 Wiley Post Way, Suite 500, Salt Lake City, Utah 84116. This Amendment amends and supplements the information set forth in the Schedule 13D as follows: Item 5 of the Schedule 13D is hereby amended and supplemented to read as follows: | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | After giving effect to Mr. Bagley's sale of 700,000 shares of Common Stock for a sale price of $3.00 per share to First Finance, Ltd. in a private placement transaction on November 24, 2025, Mr. Bagley beneficially owned 140,668 shares of the Company's issued and outstanding shares of Common Stock and options to purchase 2,556 shares of the Company's Common Stock, representing 8.2% of the issued and outstanding shares of the Company's Common Stock as of November 24, 2025 and assuming the exercise by Mr. Bagley of all of his options. The percentage of beneficial ownership of Mr. Bagley set forth in this Schedule 13D are based on 1,734,250 shares of issued and outstanding common stock as of November 15, 2025, as reported in the Company's Quarterly Report on Form 10-Q as filed with the SEC on November 14, 2025. Mr. Bagley may be deemed to own 23,684 shares of common stock that his spouse owns individually. Mr. Bagley, however, disclaims beneficial ownership of these shares pursuant to Rule 13d-4. | |
| (b) | Mr. Bagley has the sole power to vote or to direct the vote of 140,668 shares of the Company's Common Stock, and the sole power to dispose or to direct the disposition of, 140,668 shares of the Company's Common Stock, and has sole voting and investment power with respect to Shares issuable upon exercise of options to purchase 2,556 shares. | |
| (c) | Subsequent to the filing of the Schedule 13D as previously amended, the Reporting Persons engaged in the following transactions with respect to the Company's securities: * On September 17, 2025, Mr. Bagley sold warrants to purchase 18,940 shares of the Company's Common Stock to the Company for a purchase price of $0.6504 per warrant pursuant to a warrant repurchase agreement between Mr. Bagley and the Company; * On November 24, 2025, Mr. Bagley sold 700,000 shares of Common Stock for $3.00 per share to First Finance Ltd., an affiliate of the Company (the "Purchaser"), in a privately negotiated transaction. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
On September 17, 2025, Mr. Bagley entered into a warrant purchase agreement with the Company in connection with the Company's repurchase of 18,940 warrants beneficially owned by Mr. Bagley for a purchase price of $0.6504 per warrant as further described in the Company's Current Report on Form 8-K as filed with the SEC on September 18, 2025. On October 30, 2025, Mr. Bagley entered into a securities purchase agreement (the "Purchase Agreement") with the Purchaser pursuant to which Mr. Bagley completed the sale 700,000 shares of Common Stock to the Purchaser on November 24, 2025. Concurrently with the entry into the Purchase Agreement, Mr. Bagley and the Purchaser also entered into a voting agreement dated October 30, 2025 (the "Voting Agreement") that provided for Mr. Bagley to vote in favor of any proposals at a special or annual meeting of the Company's stockholders to approve the transactions contemplated under the Purchase Agreement under any applicable Nasdaq listing standards, if any. | ||
| Item 7. | Material to be Filed as Exhibits. | |
10.1 Warrant Repurchase Agreement dated September 17, 2025 by and between the Company and Edward D. Bagley (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K and incorporated herein by reference). 10.2 Securities Purchase Agreement dated as of October 30, 2025 by and between Edward D. Bagley and First Finance Ltd. 10.3 Voting Agreement dated as of October 30, 2025 by and between Edward D. Bagley 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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