Replies to post #89 on ClearOne Inc (CLRO)

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After giving effect to the Company's issuance and sale of 2,000,000 shares of Common Stock for a purchase price of $0.50 per share to Mr. Bagley in a private placement transaction on February 26, 2025 (the "Private Placement"), Mr. Bagley beneficially owned 12,590,528 shares of the Company's issued and outstanding shares of Common Stock, options to purchase 38,333 shares of the Company's Common Stock, warrants to purchase 685,295 shares of Common Stock, representing 49.9% of the issued and outstanding shares of the Company's Common Stock as of February 26, 2025 and assuming the exercise by Mr. Bagley of all of his options and warrants.
The percentage of beneficial ownership of Mr. Bagley set forth in this Schedule 13D are based on 25,969,548 shares of issued and outstanding common stock as of February 26, 2025, after giving effect to the issuance of shares of common stock in the Private Placement.
Mr. Bagley may be deemed to own 355,257 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 12,590,528 shares of the Company's Common Stock, and the sole power to dispose or to direct the disposition of, 13,314,156 shares of the Company's Common Stock, including options to purchase 38,333 shares and warrants to purchase 685,295 share.
(c)
Subsequent to the filing of the Schedule 13D, the Reporting Persons engaged in the following transactions with respect to the Company's securities within the last 60 days:
* On February 26, 2025, Mr. Bagley purchased 2,000,000 shares of Common Stock for $0.50 per share from the Company in the Private Placement.

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ClearOne, Inc. Announces a Special One-time Stock Dividend
SALT LAKE CITY--(BUSINESS WIRE)-- ClearOne (NASDAQ: CLRO) today announced that its Board of Directors has declared a one-time special stock dividend on the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), and any Common Stock equivalents with dividend rights (the “Common Stock Equivalents”), to provide its legacy stockholders with a 100% stake in the proceeds from any eventual sale of all or substantially all of the Company’s current assets and operations in one or more transactions (collectively, the “Asset Sale”).

This Special Stock Dividend is part of the Company’s ongoing strategic process and in support of its previously disclosed plan to pursue one or more transactions, including the Asset Sale, and involves issuing to holders of Common Stock and Common Stock Equivalents one share of the Company’s Class A Redeemable Preferred Stock, par value $0.001 per share (the “Class A Preferred Stock”), for every issued and outstanding share of Common Stock and Common Stock Equivalent. Upon the completion of any Asset Sale, which may occur in one or a series of transactions, the Class A Preferred Stock shall be redeemed by the Company for 100% of the net proceeds of any such Asset Sale.

The Special Stock Dividend will be payable on July 18, 2025 to stockholders of record as of July 11, 2025. Because the Special Stock Dividend exceeds twenty-five percent (25%) of the value of the Common Stock, in accordance with FINRA UPC (Uniform Practice Code) Rule 11140, a stockholder of the Company that sells shares of Common Stock on or prior to the payment date of July 18, 2025 will not receive the Special Stock Dividend for the shares of Common Stock that are sold.

Even though this dividend announcement is a special one-time event, the declaration of dividends in the future is subject to the discretion of the ClearOne Board of Directors, which will evaluate the possibility of future dividend distributions from time-to-time based on factors that the Board of Directors deem relevant. However, no additional dividends have been authorized nor are contemplated at this time.