Item 1.03 Bankruptcy or Receivership.
As previously disclosed, on September 5, 2022, Clarus Therapeutics Holdings,
Inc., or Clarus, and its wholly-owned subsidiary Clarus Therapeutics, Inc., or
OpCo, filed voluntary petitions for bankruptcy protection under Chapter 11 of
Title 11 of the United States Bankruptcy Code. The filing was made in the United
States Bankruptcy Court for the District of Delaware, or the Court (Case No.
22-10845).
As previously disclosed, on October 25, 2022, Clarus and OpCo entered into an
asset purchase agreement with Tolmar, Inc. and Tolmar Holdings, Inc.,
collectively Tolmar, pursuant to which Tolmar agreed to acquire the rights and
certain related assets of Clarus and OpCo to develop, manufacture, package,
promote, market, sell, distribute and otherwise commercialize JATENZO® and
assume certain liabilities of Clarus and OpCo, or the Sale. On October 26, 2022,
the Court approved the Sale. On October 27, 2022 Clarus, OpCo and Tolmar
consummated the Sale, thereby completing the disposition of the aforementioned
assets.
On December 21, 2022 Clarus and OpCo filed the First Amended Combined Disclosure
Statement and Chapter 11 Plan of Liquidation of Clarus Therapeutics Holdings,
Inc. and Clarus Therapeutics, Inc., as may be amended, supplemented, or
otherwise modified from time to time, or the Plan, and the Court confirmed the
Plan on February 8, 2023.
On February 28, 2023, or the Effective Date, Clarus and OpCo filed a Notice of
Effective Date with the Court and the Plan became effective in accordance with
its terms. All of the shares of common stock of the Company outstanding
immediately prior to the Effective Date, were cancelled and discharged and are
of no force and effect.
Item 2.01 Completion of Acquisition or Disposition of Assets.
To the extent applicable to this item, the information set forth under Item 1.03
of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.03 Material Modification to the Rights of Security Holders.
To the extent applicable to this item, the information set forth under Item 1.03
of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
To the extent applicable to this item, the information set forth under Item 1.03
of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
As of the Effective Date, pursuant to the Plan, the existing board of directors
of Clarus dissolved without any further action required on the part of Clarus or
OpCo.
Item 8.01 Other Events
Deregistration of Securities
In conjunction with its emergence from bankruptcy, Clarus intends to file
post-effective amendments to each of its Registration Statements on Form S-1 and
Form S-8 and promptly file a Form 15 with the Securities and Exchange
Commission, or the SEC, to deregister its securities under Section 12(g) of the
Securities Exchange Act of 1934, as amended, or the Exchange Act, and suspend
Clarus' reporting obligations under Sections 13(a) and 15(d) of the Exchange
Act. Upon the filing of the Form 15, Clarus' obligation to file periodic and
current reports with the SEC, including Forms 10-K, 10-Q and 8-K, will be
immediately suspended.
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