{"url_path":"/sec/clro/8-k/2026-07-06/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/840715/0001753926-26-001137-index.html","accession_number":"0001753926-26-001137","cik":"0000840715","ticker":"CLRO","issuer_name":"CLEARONE INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/840715/0001753926-26-001137-index.html","primary_entity_key":"0000840715","primary_entity_name":"CLEARONE INC"},"word_count":709,"has_tables":true,"body_markdown":"Item 1.01              Entry into a Material Definitive Agreement.\n\nOn July 1, 2026, ClearOne, Inc. (Nasdaq: CLRO) (\"ClearOne\" or the \"Company\") entered into an Agreement and Plan of Merger (the \"Merger Agreement\") by and among ClearOne, CLRO Merger Sub, Inc., a wholly-owned subsidiary of ClearOne (\"Merger Sub\"), Cortigent, Inc. (\"Cortigent\"), and Vivani Medical, Inc. (\"Vivani\" or \"Seller\"), pursuant to which, subject to the satisfaction or waiver of certain conditions, Merger Sub will merge with and into Cortigent, with Cortigent surviving as a wholly-owned subsidiary of ClearOne (the \"Merger\" or the \"Transaction\").\n\nThe material terms of the Loan Agreement are as follows:\n\n**Merger Consideration**\n\n.  As consideration for all of the issued and\noutstanding shares of Cortigent common stock, Vivani will receive 12,500,000\nshares of ClearOne common stock (the \"Consideration Shares\"). No\nfractional shares will be issued. The Consideration Shares will be subject to\nlock-up restrictions and registration rights as set forth in the Merger\nAgreement.\n\n**Financing**.  In connection with the Transaction, ClearOne has\nagreed to file a registration statement on Form S-1 to\nraise a minimum of $10,000,000 and a maximum of $15,000,000 (the\n\"Financing\") concurrently with seeking stockholder approval of the\nTransaction. The Financing will be structured as units consisting of shares of\nClearOne common stock and warrants.\n\n**Board of Directors**.  At the Effective Time, the post-closing board of\ndirectors will consist of five members: Adam Mendelsohn (Chairman), Jonathan\nAdams, John Bowers, Linda Szyper, and Eric Robinson. Eric\nRobinson will serve as Chair of the Audit Committee.\n\n**Post-Closing Officers**.  At the Effective Time, the officers of the\ncombined company will be: Jonathan Adams (President & CEO), Ed Sedo (CFO\nand Principal Accounting Officer), and Rachel Evans (Corporate Secretary).\n\n**Equity Moratorium**.  For a period of 12 months following the Closing, ClearOne will be subject to an equity issuance moratorium, subject to certain permitted exceptions set forth in the Merger Agreement.\n\n**Advisor Shares**.  ClearOne\nmay issue up to 855,000 shares of its common stock to financial advisors and\nother service providers in connection with the Transaction, as set forth in the\nMerger Agreement.\n\n**Other Agreements.  Vivani and Cortigent will take all actions reasonably necessary to ensure that, as of closing of the Transaction, no stock options, restricted share units, deferred share units, warrants, or other equity securities of Cortigent remain outstanding, other than Cortigent common stock. In connection with the Transaction, ClearOne has agreed to grant at Closing up to 1,400,000 stock options to certain individuals affiliated with Cortigent and issue 855,000 shares of common stock to certain consultants and advisors who provided services in connection with the Transaction. The Stockholders of ClearOne collectively holding at least 50.1% ClearOne common stock have agreed to enter into voting support agreements pursuant to which they will vote in favor of certain matters supported by the Vivani-designated directors and certain other specified actions. Vivani has likewise agreed to enter into a voting support agreement pursuant to which it will vote its shares of ClearOne common stock in support of the director designated by the ClearOne stockholders and certain related matters. Vivani has agreed to customary lock-up restrictions on the Consideration Shares received in the Transaction, with 50% of such shares subject to a one-year lock-up and the remaining 50% subject to a two-year lock-up following Closing.**\n\n**Conditions to Closing. **The consummation of the\nTransaction is subject to customary closing conditions, including: (i) approval\nof the Transaction by the stockholders of ClearOne and Vivani; (ii) completion\nof the Financing; (iii) ClearOne's continued listing on The Nasdaq Capital\nMarket; (iv) effectiveness of the Form S-1; and (v) other customary conditions.\n\n**End Date. **The Merger Agreement may be terminated by either party\nif the Transaction has not been consummated within 180 days of the date of the\nMerger Agreement, subject to extension under certain circumstances.\n\n**Financial Advisor. **ThinkEquity LLC acted as the\nsole financial advisor to ClearOne in connection with the Transaction.\n\n**Governing Law. **The Merger Agreement is governed by the laws of the\nState of Delaware.\n\nThe foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference."}