CLRO · ClearOne, Inc.

The reincorporation reflects a strategic legal domicile shift from Delaware to Nevada, which may influence corporate governance flexibility, litigation venue, and statutory default rules—but the filing explicitly states no operational, financial, or structural changes resulted. Under Nevada law, the Company now operates with updated quorum requirements (33 1/3% for stockholder meetings), director vacancy fill procedures (including peremptory removal by two-thirds vote), and streamlined action-by-written-consent thresholds (majority for stockholders, unanimity for directors). The Nevada Articles specify precise authorized share classes and designations—Class A Redeemable Preferred (2,069,065 shares) and Class B Convertible Preferred (5,100 shares)—with rights detailed in Schedules A and B, though those schedules are not included in the provided text. While Nevada’s corporate statutes differ from Delaware’s in areas such as director liability protections and shareholder litigation mechanisms, the filing makes no representation regarding anticipated benefits or risks; investors should review the full Nevada Articles and Bylaws (Exhibits 3.1 and 3.2) to assess implications for governance rights, control dynamics, and potential future amendments.