UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
On August 16, 2023, Arhaus, Inc., a Delaware corporation (the “Company”), entered into an Underwriting Agreement (the “Agreement”) with FS Equity Partners VI, L.P., a Delaware limited partnership, and FS Affiliates VI, L.P., a Delaware limited partnership (collectively, the “Selling Stockholders”), BofA Securities, Inc., Jefferies LLC and each of the other underwriters named in Schedule A thereto (collectively, the “Underwriters”) related to an underwritten offering (the “Offering”) of 12,000,000 shares (“Shares”) of Class A common stock, par value $0.001 per share, of the Company (the “Class A common stock”), by the Selling Stockholders at a public offering price of $10.00 per share. Pursuant to the Agreement, the Selling Stockholders granted the Underwriters a 30-day over-allotment option to purchase up to an additional 1,800,000 shares of the Company’s Class A common stock at the public offering price, less the underwriting discount, which the Underwriters exercised in full on August 17, 2023. The Selling Stockholders will receive all of the proceeds from the Offering. The Company is not selling any shares of Class A common stock in the Offering and will not receive any of the proceeds from the Offering.
The Offering was made pursuant to an effective registration statement on Form S-3 (Registration Statement No. 333-268959) previously filed with the Securities and Exchange Commission, a preliminary prospectus supplement and final prospectus supplement relating to the Offering. The closing of the Offering is expected to take place on August 21, 2023, subject to the satisfaction of customary closing conditions.
The Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing, obligations of the parties and termination provisions. Additionally, the Company has agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriter may be required to make because of any of those liabilities. The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated August 16, 2023, among the Company, the Selling Stockholders and the Underwriters. | |
| 104 | Cover Page with Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 18th day of August, 2023.
| ARHAUS, INC. | ||
| By: | /s/ Dawn Phillipson | |
| Name: | Dawn Phillipson | |
| Title: | Chief Financial Officer | |