false 0000913277 0000913277 2025-01-31 2025-01-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

United States

Securities and Exchange Commission

Washington, D.C. 20549

 

Form 8-K

Current Report

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 31, 2025

 

CLARUS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction

of incorporation)

001-34767

(Commission File Number)

58-1972600

(IRS Employer

Identification Number)

 

2084 East 3900 South, Salt Lake City, Utah

(Address of principal executive offices)

84124

(Zip Code)

 

Registrant’s telephone number, including area code: (801) 278-5552

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol   Name of each exchange on which
registered
Common Stock, par value $.0001 per share   CLAR   NASDAQ Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

  ¨ Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨

 

 

 

 

 

Item 8.01 Other Events.

 

In connection with an investigation being conducted by the U.S. Attorney’s Office for the District of Utah, which relates to the previously reported U.S. Consumer Products Safety Commission investigation under the Consumer Product Safety Act, in January 2025 Clarus Corporation (the “Company”) and Black Diamond Equipment, Ltd. (“BDEL”) received grand jury subpoenas for documents relating to, among other things, certain avalanche transmitters distributed by BDEL. The Company and BDEL intend to cooperate with the investigation.

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the Company’s current beliefs, understanding and expectations regarding the investigation being conducted by the U.S. Attorney’s Office for the District of Utah and its anticipated impact on the Company’s business, operations and financial results. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those described in the statements. Factors that could cause actual results to differ from those expressed in these forward-looking statements include, but are not limited to, the legal, reputational and financial risks resulting from the investigation; and the risks described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Unless required by law, the Company expressly disclaims any obligation to update publicly any forward-looking statements, whether as result of new information, future events or otherwise.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit Description
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: January 31, 2025

 

  CLARUS CORPORATION
   
  By: /s/ Michael J. Yates
  Name: Michael J. Yates
  Title: Chief Financial Officer