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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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CLEARONE INC (Name of Issuer) |
Common Stock (Title of Class of Securities) |
18506U104 (CUSIP Number) |
Edward Dallin Bagley 2350 Oakhill Drive, Salt Lake City, UT, 84121 8015738227 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/26/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 18506U104 |
| 1 |
Name of reporting person
BAGLEY EDWARD D | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
13,314,156.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
49.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Includes options to purchase 38,333 shares of common stock, and warrants to purchase 685,295 shares of common stock beneficially owned by Mr. Bagley as of February 26, 2025.
(2) Excludes 355,257 shares of common stock that are beneficially owned by Mr. Bagley's spouse. Mr. Bagley disclaims beneficial ownership of these shares pursuant to Rule 13d-4.
(3) Calculated based on 25,969,548 issued and outstanding shares of common stock as of February 26, 2025 and assuming the exercise of all of the options and warrants described in note (1) above.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
CLEARONE INC | |
| (c) | Address of Issuer's Principal Executive Offices:
5225 WILEY POST WAY, SUITE 500, SALT LAKE CITY,
UTAH
, 84116. | |
Item 1 Comment:
This Amendment No. 9 (this "Amendment") is being filed as an amendment to the initial statement on Schedule 13D of the reporting person relating to the common stock, par value $0.001 per share (the "Common Stock"), of ClearOne Inc., a Delaware corporation (the "Company"), as filed with the Securities and Exchange Commission on May 29, 2009, as previously amended through the date hereof (the "Schedule 13D") The Company's principal executive offices are located at 5225 Wiley Post Way, Suite 500, Salt Lake City, Utah 84116. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 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. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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