UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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The |
Item 7.01 Regulation FD.
On April 10, 2024, ClearOne, Inc. (the “Company”) paid a special one-time cash dividend of $0.50 per share of the Company’s common stock to shareholders of record on April 2, 2024 (the “Special Distribution”).
At that time of the Special Distribution, the Company did not have current or accumulated earnings and profits as described in Section 312 of the Internal Revenue Code of 1986, as amended. Accordingly, the Special Distribution was characterized as a return of capital, and Forms 1099-DIV issued to stockholders should have reported the Special Distribution in Box 3 of Form 1099-DIV as a non-dividend distribution.
The Company recently became aware that certain stockholders holding shares in street name through brokerage accounts received Forms 1099-DIV that reported the Special Distribution as an ordinary dividend in Box 1 of Form 1099-DIV.
On February 21, 2025, the Company filed Form 8937 with the U.S. Internal Revenue Service to facilitate the issuance of corrected Forms 1099-DIV to stockholders of the Company reporting the Special Distribution as a non-dividend distribution in Box 3 of the Form 1099-DIV.
A copy of the Form 8937 is furnished hereto as Exhibit 99.1 and is available on the investor relations page of the Company’s internet website at www.clearone.com.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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| 99.1 | IRS Form 8937 of ClearOne, Inc.. | |
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104.1 |
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The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CLEARONE, INC. | |
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Date: February 24, 2025 |
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/s/ Simon Brewer |
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Simon Brewer |
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Chief Financial Officer |