01/15/2025 | Press release | Distributed by Public on 01/15/2025 16:00
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed in the Form 8-K filed by ClearOne, Inc. (the "Company") with the SEC on November 25, 2024, a Special Transaction Committee (the "Special Transaction Committee") of the Company's Board of Directors (the "Board") is conducting a comprehensive review of strategic alternatives focused on maximizing shareholder value, including but not limited to, equity or debt financing alternatives, merger and acquisition transactions, divestiture of assets, licensing opportunities, joint ventures, collaborations or other partnerships with other companies, or a spin-off of the Company's current business and operations to its current stockholders (each, a "Strategic Transaction").
As the Special Transaction Committee and management team continue to focus on the ongoing review of potential Strategic Transactions, the Company determined to delay its 2024 annual meeting of stockholders (the "2024 Annual Meeting"), which was held in December and November in 2023 and 2022, respectively. As a result of the delayed 2024 Annual Meeting, on January 10, 2025, the Company received a letter (the "Notice") from the Listing Qualifications Department (the "Staff") of the Nasdaq Stock Market ("Nasdaq") informing the Company that because the Company did not hold an annual meeting of stockholders in 2024, the Company is not in compliance with the requirement to conduct an annual meeting of stockholders no later than one year after the end of its fiscal year, as set forth in Nasdaq Marketplace Rule 5620(a) (the "Annual Meeting Requirement").
In accordance with Nasdaq Marketplace Rule 5810(c)(2)(G), the Company has a period of 45 calendar days from January 10, 2025, or until February 24, 2025, to submit to Nasdaq a plan to regain compliance with the Annual Meeting Requirement (the "Compliance Plan"). If Nasdaq in its discretion accepts the Company's Compliance Plan, Nasdaq can grant an exception of up to 180 calendar days from the fiscal year end, or until June 30, 2025, for the Company to regain compliance with the Annual Meeting Requirement. The Company intends to submit its Compliance Plan to Nasdaq prior to February 24, 2025.