ClearOne, Inc. Announces $5.3 Million Registered Direct Offering Priced At-the-Market under Nasdaq Rules
September 14 2020 - 8:00AM
ClearOne, Inc. (Nasdaq: CLRO) (“ClearOne” or the “Company”) today
announced that it has entered into definitive agreements with
institutional and accredited investors, with the participation of
Edward D. Bagley, the Company’s largest stockholder, and Zeynep
Hakimoglu, the Company’s Chief Executive Officer, for the purchase
and sale of an aggregate of 2,116,050 shares of its common stock at
a purchase price of $2.4925 per share in a registered direct
offering priced at-the-market under Nasdaq rules. The Company
also agreed to issue to the investors unregistered warrants to
purchase up to an aggregate of 1,058,025 shares of common
stock. The warrants have an exercise price of $2.43 per
share, are exercisable immediately, and will expire five years
following the date of issuance. The closing of the offering
is expected to occur on or about September 16, 2020, subject to the
satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offering.
The gross proceeds to the Company from the
registered direct offering are expected to be approximately $5.275
million, before deducting the placement agent’s fees and other
offering expenses payable by ClearOne. ClearOne currently
intends to use the net proceeds from this offering for general
corporate purposes and working capital.
The shares of common stock (but not the warrants
issued in the private placement or the shares of common stock
issuable upon exercise of the warrants) are being offered by
ClearOne pursuant to a “shelf” registration statement on Form S-3
(File No. 333-248412) filed with the Securities and Exchange
Commission (SEC) on August 25, 2020 and declared effective on
September 1, 2020. The offering of the shares of common
stock will be made only by means of a prospectus, including a
prospectus supplement, forming a part of the effective registration
statement. A final prospectus supplement and accompanying
prospectus relating to the shares of common stock being offered
will be filed with the SEC. Electronic copies of the final
prospectus supplement and accompanying prospectus may be obtained,
when available, on the SEC’s website at http://www.sec.gov or
by contacting H.C. Wainwright & Co., LLC, 430 Park Avenue,
3rd Floor, New York, NY 10022, or by telephone at (646)
975-6996, or email at placements@hcwco.com.
The warrants described above were offered in a
private placement under Section 4(a)(2) of the Securities Act of
1933, as amended, or the Act, and Regulation D promulgated
thereunder, and the warrants and the shares of common stock
issuable upon exercise of the warrants have not been registered
under the Act or applicable state securities laws. Accordingly, the
warrants and shares of common stock issuable upon exercise of the
warrants may not be offered or sold in the United States except
pursuant to an effective registration statement or an applicable
exemption from the registration requirements of the Act and such
applicable state securities laws.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any of the
securities described herein, nor shall there be any sale of these
securities in any state or other jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
other jurisdiction.
About ClearOne
ClearOne is a global company that designs,
develops and sells conferencing, collaboration, and network
streaming solutions for voice and visual communications. The
performance and simplicity of its advanced, comprehensive solutions
offer unprecedented levels of functionality, reliability, and
scalability. Visit ClearOne at www.clearone.com.
Printable press releases are available in our Investor Relations
area at http://investors.clearone.com.
Forward-Looking Statements
This release contains “forward-looking”
statements that are based on present circumstances and on
ClearOne’s predictions with respect to events that have not
occurred, that may not occur, or that may occur with different
consequences and timing than those now assumed or anticipated,
including, but not limited to, statements regarding the completion
of the offering and the potential use of proceeds from the
offering. Such forward-looking statements and any statements of the
plans and objectives of management for future operations and
forecasts of future growth and value, are not guarantees of future
performance or results and involve risks and uncertainties that
could cause actual events or results to differ materially from the
events or results described in the forward-looking statements. Such
forward-looking statements are made only as of the date of this
release and ClearOne assumes no obligation to update
forward-looking statements to reflect subsequent events or
circumstances, except as required by law. Readers should not place
undue reliance on these forward-looking statements. The information
in this press release should be read in conjunction with, and is
modified in its entirety by, the Annual Report on Form 10-K (the
“10-K”) filed by the Company for the same period with the
Securities and Exchange Commission (the “SEC”) and all of the
Company’s other public filings with the SEC (the “Public
Filings”).
Contact
ClearOne Marketing
801-975-7200
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