ClearOne (CLRO) offers 2.9M-4.3M units at $3.50/unit (stock + warrant) to raise $9.1M-$13.8M net proceeds, conditioned on merger with pre-revenue neurostimulation developer Cortigent

A minimum of 2,857,142 Units up to a maximum of 4,285,714 Units at a public offering price of $3.50 per Unit. Each Unit consists of one share of Common Stock and one Warrant to purchase one share of Common Stock.

Each Warrant is initially exercisable at a price of $10.00. The Warrants will expire six months after the date of issuance.

On [●], 2026, our board of directors and a majority of our stockholders approved the potential issuance of the Units for purposes of compliance with applicable stockholder approval requirements, including those applicable under Nasdaq Listing Rule 5635(d), as the offering price is below the Nasdaq Minimum Price and the issuance resulted in the issuance of 20% or more of our outstanding Common Stock.

Common Stock to be Outstanding, if Minimum Offering is Sold

5,532,554 shares of Common Stock. (1)

Common Stock to be Outstanding, if Maximum Offering is Sold

6,961,126 shares of Common Stock.(1)

On July 1, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among ClearOne, CLRO Merger Sub, Inc., a wholly-owned subsidiary of ClearOne (“Merger Sub”), Vivani Medical, Inc. (“Vivani”), and Cortigent, a wholly owned subsidiary of Vivani, pursuant to which, subject to the satisfaction or waiver of certain conditions, including the Financing (as defined herein), Merger Sub will merge with and into Cortigent, with Cortigent surviving as a wholly-owned subsidiary of ClearOne (the “Merger” or the “Transaction”).

For the three months ended March 31, 2026 and the fiscal years ended December 31, 2025 and 2024, Cortigent generated no revenue from operations and incurred a net loss of $0.8 million, $3.1 million and $2.2 million, respectively. Cortigent's consolidated financial statements have been prepared on a going concern basis, and Cortigent's financial condition creates doubt as to whether it will be able to continue as a going concern.

Cortigent intends to commence the potentially pivotal clinical trial in late 2027, and expects to complete the pivotal trial in late 2029. Should Cortigent meet its primary endpoint(s) and subsequently obtain FDA clearance, it expects to launch Orion in the U.S. in 2030. Cortigent plans to conduct a Stroke Early Feasibility Study (the "Stroke EFS") in parallel with manufacturing of the Orion devices in late 2027. Depending upon the outcomes of the Stroke EFS, Cortigent plans to commence a pivotal clinical trial for the Stroke Recovery System in early 2029. Upon further review and collaboration with the FDA, Cortigent will determine patient population size and other parameters of the Stroke Recovery System pivotal trial. Cortigent expects to complete the pivotal trial by late 2030, and if successful, commercially launch the Stroke Recovery System in 2031.

Neuralink has also announced development of a vision restoration program referred to as Blindsight™, for which it has received FDA Breakthrough Device Designation that is described as involving cortical stimulation for vision restoration. Based on publicly available information as of February 2026, Neuralink has not disclosed FDA Investigational Device Exemption (“IDE”) authorization for first-in-human cortical stimulation studies for a vision restoration implant or any other indication.

Cortigent’s patent estate covers the foundational technologies invented during the development of the Argus and Orion devices with approximately 100 of Cortigent’s issued U.S. patents reaching the end of their term by the end of 2029. The remaining patent estate in the U.S. extends into 2038 and covers the core technologies of neurostimulation techniques for implantable devices and achieving implant longevity, which are integral to Cortigent’s current and future product lines, including the planned Stroke Recovery System.

The gross proceeds from this offering will be $10,000,000 if we sell the minimum number of Units and $15,000,000 if we sell the maximum number of Units that we are offering. After deducting Placement Agent fees and estimated offering expenses payable by us, we expect to receive net proceeds of $9,050,000 from this offering if we sell the minimum number of Units offered and $13,750,000 if we sell the maximum number of Units offered.

As a first priority, we plan to use $1.1 million to repay the loan from First Finance Ltd. On June 30, 2026, we entered into a Loan Agreement with First Finance Ltd., pursuant to which First Finance Ltd. agreed to lend us a principal amount of up to $1,000,000 in the aggregate (the “Loan”). The Loan is structured in tranches, with an initial tranche of $500,000 and additional tranches of $250,000 each, in each case on dates mutually agreed by the parties. As at the date of this prospectus, the interest rate on the Loan is 11% per annum, calculated daily on the basis of a 360-day year, accruing from the applicable advance date until repayment of the Loan in full. Overdue interest is compounded and added to the principal amount of the Loan. The maturity date of the Loan is the earlier of (i) six months following June 30, 2026, being December 30, 2026, or (ii) such other date as the parties may mutually agree in writing. We expect that First Finance Ltd. will be investing $1.0 million in this offering to purchase 285,714 shares of our Common Stock.

Research and development studies for Orion and the Stroke Recovery System

$2

$2 ... Planned Orion pivotal clinical trial and conversion of the Orion prototype to a market-ready device

$1

$1

Manufacture and assembly of new devices for use in Orion and Stroke Recovery Systems studies and clinical trials

$4

$4

The Units offered in this offering consist of one share of Common Stock and one Warrant. To the extent that the Warrants are exercised for cash and generate aggregate gross proceeds to the Company of $30.0 million or more, we currently intend to use such proceeds, together with our existing cash resources, to fund the costs of the Orion pivotal clinical trial and the initial Stroke Recovery System clinical study.

In October 2023, Cortigent reapplied for grant funding of up to $8.0 million from the National Institutes of Health (NIH) after receiving reviewers’ comments on Cortigent’s original application. Based on further communications with grant reviewers Cortigent believes that it is unlikely to receive any grant in the current funding cycle. Cortigent is planning to submit a new application in 2027 for a grant that could be awarded in the next funding cycle. No assurance can be given that any such application will result in an awarded grant.

Our historical net tangible book value as of March 31, 2026, was approximately $532,000, or $0.20 per share.

our issuance and sale of 2,857,142 Units in this offering (assuming we sell the minimum number of Units offered by this prospectus) at a public offering price of $3.50 per Unit, after deducting Placement Agent fees and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of March 31, 2026 would have been approximately $0.42 per share. This represents an immediate increase in actual net tangible book value per share of $0.22 to our existing stockholders and an immediate dilution in actual net tangible book value per share of approximately $3.08 to new investors purchasing Units in this offering.

our issuance and sale of 4,285,714 Units in this offering (assuming we sell the maximum number of Units offered by this prospectus) at a public offering price of $3.50 per Unit, after deducting Placement Agent fees and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of March 31, 2026 would have been approximately $0.64 per share. This represents an immediate increase in actual net tangible book value per share of $0.44 to our existing stockholders and an immediate dilution in actual net tangible book value per share of approximately $2.86 to new investors purchasing Units in this offering.

the issuance of 855,000 shares of Common Stock to be issued pursuant to agreements with the Company in connection with past advisory services provided to the Company and to be provided on an ongoing basis

As of December 31, 2025, we had approximately $0.7 million of cash and cash equivalents and restricted cash. Following the October 2025 disposition of certain operating assets and the resulting reduction in revenue-generating activities, our continuing activities primarily consist, among other things, of maintaining public company compliance and fulfilling ongoing obligations, including warranty servicing and technical support related to products sold prior to the Asset Sale (as defined herein), managing remaining assets and liabilities, and evaluating and pursuing strategic alternatives. These activities are not expected to generate revenue at levels sufficient to fund ongoing operating costs.

completion of the Financing, or the Financing being consummated substantially concurrently with the closing of the Merger

On June 18, 2025, we received a letter from Nasdaq advising that we had not regained compliance with the Minimum Bid Price Requirement as of June 16, 2025 and that the trading in our Common Stock on Nasdaq would be suspended as of the opening of trading on June 25, 2025 and we would be delisted from Nasdaq. On June 24, 2025, we received a letter from Nasdaq advising that our Common Stock had traded above $1.00 per share for the ten consecutive trading days ending June 24, 2025 and had regained compliance with the Minimum Bid Price Requirement and the Company would not be delisted.

Cortigent currently has no commercial products or product revenue, will be required to expend significant resources for the foreseeable future, and may never become profitable.

To date, neither Cortigent nor Second Sight have generated net income from sales of the now discontinued Argus II product. Cortigent will not generate revenues unless and until it completes the development and attains the marketing approval for Orion or other neurostimulation systems being developed.

Based on publicly available statements, Neuralink has reported that as of June 30, 2026 it had approximately 26 participants enrolled globally in its clinical trials. Neuralink has publicly released demonstrations showing certain implanted participants using the system to control a computer interface, including cursor control and typing in home settings, and has stated that participants have accumulated thousands of cumulative device-use days. Neuralink has publicly stated that it has not observed serious device-related adverse events to date.

For example, three of the six subjects implanted in the Orion EFS were explanted at the subjects’ request during the study. They were explanted after the third year of the study; however, one subject did not complete all components of the year three assessment. This resulted in Cortigent’s having three-year safety data for all six subjects, but three-year efficacy data for five of the six subjects.

Cortigent’s predecessor company, Second Sight, incurred significant operating losses each year since its inception and Cortigent will continue to incur additional losses for the next several years.

Cortigent intends to make significant investments to support its clinical trials and business growth and will require substantial additional funds to respond to business challenges, including the need to develop new product offerings and features or enhance its existing platform, improve operating infrastructure, or acquire complementary businesses, personnel, and technologies.

The net loss was $3.1 million in 2025, as compared to $2.2 million in 2024.

For the three months ended March 31, 2026 and the fiscal years ended December 31, 2025 and 2024, Cortigent generated no revenue from operations and incurred a net loss of $0.8 million, $3.1 million and $2.2 million, respectively.

Working capital (deficit) was $(3.8) million as of March 31, 2026 and as of December 31, 2025.

Cortigent had an accumulated deficit of $11.6 million as of March 31, 2026, and $10.8 million as of December 31, 2025

Cortigent intends to commence the potentially pivotal clinical trial in late 2027, and expects to complete the pivotal trial late 2029. Should Cortigent meet its primary endpoint(s) and subsequently obtains FDA clearance, Cortigent expects to launch Orion in the U.S. in 2030.

On October 24, 2025, the Company completed the sale of certain intellectual property, product inventory, and non-exclusive rights to customer data to Biamp for gross cash consideration of $3.0 million (the “Asset Sale”) pursuant to an Asset Purchase Agreement dated the same date.

On July 1, 2026, the Company, Merger Sub, Cortigent and Vivani entered into the Merger Agreement. Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, Merger Sub will merge with and into Cortigent, with Cortigent continuing as the surviving corporation and becoming a wholly-owned subsidiary of ClearOne.

In connection with the Transaction, we agreed to undertake a financing transaction through the registration statement of which this prospectus forms a part, pursuant to which we intend to raise gross proceeds of not less than $10.0 million and not more than $15.0 million through the issuance of Units (the “Financing”). Completion of the Financing is a condition to the closing of the Merger.

On October 30, 2025, Edward D. Bagley sold 700,000 shares of Common Stock to First Finance Ltd. pursuant to a Securities Purchase Agreement dated as of October 30, 2025 by and between First Finance Ltd. and Edward D. Bagley at a purchase price of $3.00 per share of Common Stock.

In connection with the Transaction, we will issue 855,000 shares of our Common Stock to certain of our advisors pursuant to agreements with the Company in connection with past advisory services provided to the Company and to be provided on an ongoing basis (the “Advisor Stock Issuance”), and, at closing, intend to grant up to 1,400,000 stock options to certain individuals affiliated with Cortigent.

The Selling Stockholders identified in this prospectus may offer and sell up to 2,496,162 shares of our Common Stock.

Consists of (i) 503,662 shares of Common Stock issued on November 26, 2025 in relation to the conversion of 3,026 Series B Preferred Stock pursuant to a Notice of Conversion dated November 24, 2025 (the “Series B Preferred Stock Conversion”), (ii) 700,000 shares of Common Stock issued on November 21, 2025 in connection with a Securities Purchase Agreement dated as of October 30, 2025 by and between First Finance Ltd. and Edward D. Bagley at a purchase price of $3.00 per share of Common Stock (the “2025 SPA”), and (iii) 437,500 shares of Common Stock and warrants to purchase up to 437,500 shares of Common Stock issued on March 18, 2026 in connection with a Securities Purchase Agreement dated as of March 2, 2026 by and between First Finance Ltd. and the Company at a purchase price of $4.00 per share of Common Stock (the “2026 SPA”).

Eric Boehnke has been a director of the Company since June 20, 2025.

which contains an explanatory paragraph relating to the substantial doubt about the ability of Cortigent to continue as a going concern as described in Note 1 to the consolidated financial statements

The audited consolidated financial statements of the Company and its subsidiaries, as of and for the years ended December 31, 2025, and 2024, incorporated by reference into this prospectus have been so incorporated by reference in reliance upon the report of Tanner LLP, independent registered public accountants