Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On
Pursuant to the Purchase Agreement, the Company sold to the Purchasers an
aggregate of 900,000 shares of its common stock at an offering price of
The Offering was made pursuant to the Company's effective registration statement
on Form S-3 (File No. 333-218751), previously filed with and declared effective
by the
The representations, warranties and covenants contained in the Purchase
Agreement were made solely for the benefit of the parties to the Purchase
Agreement and may be subject to limitations agreed upon by the parties thereto.
Accordingly, the Purchase Agreement is incorporated herein by reference only to
provide investors with information regarding the terms of the Purchase Agreement
and not to provide investors with any other factual information regarding the
Company or its business, and should be read in conjunction with the disclosures
in the Company's periodic reports and other filings with the
The foregoing description of the Offering is only a summary and is qualified in its entirety by the full text of the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01 of this Current Report on Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act, or incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 8.01 Other Events.
On
Furthermore, in the event that Brown reduces its beneficial ownership to below 7.5%, the approval granted pursuant to the Letter shall immediately terminate and Brown would need to obtain a new approval from the Company's Board of Directors before seeking to again increase its beneficial ownership to in excess of 7.5% of the Company's outstanding shares of common stock.
A copy of the Letter is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference as if fully set forth herein. The foregoing summary description of the Letter is not intended to be complete and is qualified in its entirety by the complete text of the Letter.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit Description 5.1 Opinion ofKane Kessler, P.C. 10.1 Securities Purchase Agreement,September 25, 2020 , by and betweenClarus Corporation and the Purchasers thereto. 23.1 Consent ofKane Kessler, P.C. (included in Exhibit 5.1) 99.1 Press Release datedSeptember 25, 2020 (furnished only). 99.2 Letter toBrown Advisory Incorporated datedSeptember 25, 2020 .
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