UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
| (CHECK ONE): | [ ] Form 10-K | [ ] Form 20-F | [ ] Form 11-K | [X] Form 10-Q | [ ] Form N-SAR |
| For Period Ended: |
September 30, 2017 |
| [ ] | Transition Report on Form 10-K | |
| [ ] | Transition Report on Form 20-F | |
| [ ] | Transition Report on Form 11-K | |
| [ ] | Transition Report on Form 10-Q | |
| [ ] | Transition Report on Form N-SAR | |
| For the Transaction Period Ended: | ||
READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE .
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
| ClearOne, Inc. |
| Full Name of Registrant |
| ClearOne Communications, Inc. |
| Former Name if Applicable |
| 5225 Wiley Post Way, Suite 500 |
| Address of Principal Executive Office (Street and Number) |
| Salt Lake City, Utah 84116 |
| City, State and Zip Code |
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| [X] | (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |
| [X] | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and | |
| [ ] | (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period.
ClearOne, Inc. (the “Company” ) was unable to file its Form 10-Q for the period ended September 30, 2017. The Company undertook an impairment analysis of its goodwill triggered by the recent drop in the Company’s stock price. The Company could not complete this complex analysis and complete the filing of Form 10-Q without unreasonable effort and expense within the prescribed time.
PART IV - OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
| Narsi Narayanan | 801 | 975-7200 | ||
| (Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). |
| [X] Yes | [ ] No |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
| [X] Yes | [ ] No |
| If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
The Company filed a Form 8-K announcing the financials results for the period ended September 30, 2017 on November 8, 2017. The Company reported revenue of $10. 6 million for the quarter ended September 30, 2017, compared to $12.9 million for same period in 2016, a decrease of approximately 18%. Operating loss was $13.5 million and net loss was $9.3 million for the quarter ended September 30, 2017. The results for the quarter ended September 30, 2017 included goodwill impairment of $12.7 million and intangibles impairment of $0.7 million. For the three months ended September 30, 2016, operating income was $1.4 million and net income was $1.2 million.
| ClearOne, Inc. |
| (Name of Registrant as Specified in Charter) |
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date November 13, 2017 | By: | /s/ Zeynep Hakimoglu |
| Zeynep Hakimoglu, Chief Executive Officer |
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
| ATTENTION | ||
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) | ||