Item 1.01 Entry into a Material Definitive Agreement
On January 4, 2022, ClearOne, Inc., a Delaware corporation (the "Company"),
entered into a Securities Purchase Agreement (the "Purchase Agreement") with
Edward D. Bagley, pursuant to which the Company agreed to issue and sell, in a
private placement 1,538,461 shares (the "Shares") of the Company's common stock,
par value $0.001 per share (the "Common Stock"), at a purchase price of $1.30
per share of Common Stock (the "Offering"). The consideration for the Shares is
the cancellation and termination of Mr. Bagley's outstanding bridge loan to the
Company in the principal amount of $2,000,000 originally issued on July 2, 2021
and amended and restated on September 11, 2021. Mr. Bagley is an affiliate of
the Company and the Company's single largest stockholder.
The Shares are not being registered under the Securities Act of 1933, as amended
(the "Securities Act"), and were offered pursuant to the exemption provided in
Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated
thereunder.
Pursuant to the terms of a registration rights agreement dated January 4, 2022
by and among the Company and Mr. Bagley (the "Registration Rights Agreement"),
the Company agreed to use best efforts to cause a registration statement on Form
S-3 providing for the resale by Mr. Bagley of the Shares to become effective 40
days following the date that the Company files with the SEC all of the
information in its annual report on Form 10-K for the year ended December 31,
2021, including all of the information required by Part III of Form 10-K..
The Purchase Agreement contains customary representations and warranties and
agreements of the Company and Mr. Bagley and customary indemnification rights
and obligations of the parties. Pursuant to the terms of the Purchase Agreement,
the Company has agreed to certain restrictions on the issuance and sale of its
Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement)
until 45 days after the registration statement covering the shares has been
declared effective by the SEC.
The Offering is expected to close on or about January 4, 2022, subject to
customary closing conditions.
The foregoing summaries of the Purchase Agreement and Registration Rights
Agreement do not purport to be complete and are subject to, and qualified in
their entirety by, such documents attached as Exhibits 10.1 and 10.2,
respectively, to this Current Report on Form 8-K, which are incorporated herein
by reference.
Item 3.02 Unregistered Sale of Equity Securities
The disclosure of the Offering under Item 1.01 above is incorporate herein by
reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Exhibit Title
10.1 Securities Purchase Agreement.
10.2 Registration Rights Agreement.
104.1 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses