Form SCHEDULE 13D/A CLEARONE INC Filed by: First Finance Ltd.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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CLEARONE INC (Name of Issuer) |
Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) |
(CUSIP Number) |
Benasz Hansotia c/o Sichenzia Ross Ference Carmel LLP, 1185 Avenue of the Americas, 26th Floor New York, NY, 10036 646-885-6532 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/04/2026 (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. |
| 1 |
Name of reporting person
First Finance Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 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
1,641,162.00 | ||||||||
| 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)
61.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Hromyk Andrew | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 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
CANADA (FEDERAL LEVEL)
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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
1,641,162.00 | ||||||||
| 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)
61.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, Par Value $0.001 Per Share |
| (b) | Name of Issuer:
CLEARONE INC |
| (c) | Address of Issuer's Principal Executive Offices:
7533 S Center View Ct. #5311, West Jordan,
UTAH
, 84084. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On March 2, 2026, First Finance Ltd. entered into a Securities Purchase Agreement with ClearOne, Inc. (the "Issuer") pursuant to which First Finance Ltd. agreed to acquire, for a total purchase price of $1,750,000, (i) 437,500 shares of the Issuer's common stock and (ii) a warrant to purchase up to 437,500 shares of common stock (the "Warrant"). The transaction closed on or around March 6, 2026.
On August 4, 2026, pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among the Issuer, CLRO Merger Sub, Inc., a wholly-owned subsidiary of the Issuer ("Merger Sub"), Cortigent, Inc. ("Cortigent"), and Vivani Medical, Inc. ("Vivani"), pursuant to which Merger Sub will merge with and into Cortigent, with Cortigent surviving as a wholly-owned subsidiary of the Issuer, First Finance Ltd. entered into a Warrant Cancellation Agreement with the Issuer pursuant to which First Finance Ltd. surrendered and cancelled the Warrant in its entirety for no consideration. As a result of the Warrant Cancellation Agreement, First Finance Ltd. no longer holds any derivative securities of the Issuer. | |
| Item 4. | Purpose of Transaction |
This Amendment No. 3 is being filed to report the cancellation of the Warrant in its entirety for no consideration. On July 1, 2026, the Issuer entered into the Merger Agreement, pursuant to which Merger Sub will merge with and into Cortigent, with Cortigent surviving as a wholly-owned subsidiary of the Issuer. As consideration for all of the issued and outstanding shares of common stock of Cortigent, Vivani will receive 12,500,000 shares of the Issuer's common stock. The Merger Agreement was disclosed by the Issuer in a Current Report on Form 8-K filed with the SEC on July 6, 2026. As the majority beneficial owner of the Issuer's common stock, the Reporting Persons are supportive of the Merger Agreement. Except as described herein, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to change their plans and intentions at any time, as they deem appropriate. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | First Finance Ltd. directly owns 1,641,162 shares of the Issuer's common stock. Based upon an aggregate of 2,675,412 shares of common stock issued and outstanding as of August 5, 2026, according to information provided by the Issuer, the shares of the Issuer's common stock owned by First Finance Ltd. constitute approximately 61.3% of the common stock of the Issuer as calculated in accordance with Rule 13d-3(d)(1). Mr. Hromyk beneficially owns 1,641,162 shares of the Issuer's common stock, resulting from Mr. Hromyk's pecuniary interest in First Finance Ltd., constituting approximately 61.3% of the common stock of the Issuer. Following the cancellation of the Warrant on August 4, 2026, neither First Finance Ltd. nor Mr. Hromyk holds any derivative securities of the Issuer. |
| (b) | First Finance Ltd. beneficially owns 1,641,162 shares of the Issuer's common stock. Mr. Hromyk beneficially owns 1,641,162 shares of the Issuer's common stock, resulting from Mr. Hromyk's pecuniary interest in First Finance Ltd. Neither First Finance Ltd. nor Mr. Hromyk holds any right to acquire additional shares of the Issuer's common stock. |
| (c) | On August 4, 2026, pursuant to the Merger Agreement, First Finance Ltd. entered into the Warrant Cancellation Agreement with the Issuer as described in Item 3 above. Except as set forth herein, the Reporting Persons have not effected any other transactions in any securities of the Issuer in the past 60 days. |
| (d) | N/A |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
On August 4, 2026, pursuant to the Merger Agreement, First Finance Ltd. entered into the Warrant Cancellation Agreement with the Issuer, pursuant to which First Finance Ltd. surrendered and cancelled the Warrant to purchase up to 437,500 shares of the Issuer's common stock for no consideration. A copy of the Warrant Cancellation Agreement is filed as an exhibit hereto. | |
| Item 7. | Material to be Filed as Exhibits. |
99.1 - Warrant Cancellation Agreement, dated as of August 4, 2026, by and between ClearOne, Inc. and First Finance Ltd. (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on August 5, 2026).
99.2 - Joint Filing Agreement, dated as of November 26, 2025, by and between Andrew Hromyk and First Finance Ltd. (previously filed as an exhibit to Amendment No. 1). |
| 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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