![]() Clarus is evaluating Caption’s transactions in Clarus stock and will seek disgorgement of any profits as applicable under the securities laws. Caption has confirmed ownership of in excess of 10% (17.1%) of Clarus stock on more than one occasion, calling into question whether they have violated the short swing profits rule under Section 16(b) of the Securities Exchange Act of 1934, as amended.The Rights Agreement is intended to preserve, amongst other things, the Company’s valuable net operating losses by limiting the number of 5% or more beneficial owners and therefore reducing the risk of a possible change of ownership under Section 382 of the Internal Revenue Code of 1986, as amended. Caption’s acquisition of in excess of 5% beneficial ownership in Clarus’ outstanding common stock without the approval of Clarus’ Board of Directors is a violation of its Rights Agreement dated February 7, 2008.Caption’s failure to comply with applicable SEC rules undermined the market transparency intended by such rules. Caption has acknowledged to Clarus that the Company’s press release dated Septemcaused Caption to evaluate its beneficial ownership in Clarus’s common stock and determined that since July 2022, Caption failed to timely comply with the beneficial ownership reporting provisions of Section 13 of the Securities Exchange Act of 1934, as amended, after acquiring more than triple the position that triggers a filing requirement.Caption Management, LLC and its affiliates (“Caption”) recently filed a Schedule 13G with the Securities and Exchange Commission disclosing that it has ceased to be the beneficial owner of more than 5% of Clarus common stock.The statement provided by the Company is as follows: ![]() ![]() 06, 2022 (GLOBE NEWSWIRE) - Clarus Corporation (NASDAQ: CLAR) (“Clarus” and/or the “Company”), a global company focused on the outdoor and consumer enthusiast markets, released a statement regarding Caption Management, LLC’s recently filed Schedule 13G and its acquisition of beneficial ownership of Clarus common stock in violation of its Rights Agreement. Clarus Will Investigate Whether Caption is Liable for Disgorgement of Short Swing Profits Under Section 16(b) of the Exchange Act.Caption’s Beneficial Ownership of 17.1% Violates Rights Agreement.Caption Failed to Timely Comply with the Beneficial Ownership Reporting Provisions of the Exchange Act. ![]()
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