Item 1.01 Entry into a Material Definitive Agreement.
On December 3, 2021, Clarus Therapeutics Holdings, Inc. (the "Company") entered
into a Securities Purchase Agreement (the "SPA") with an accredited investor
(the "Purchaser") providing for the private placement (the "Private Placement")
to the Purchaser of (i) an aggregate of 3,024,194 shares of the Company's common
stock, par value $0.0001 per share (the "Shares") (or pre-funded warrants in
lieu thereof (the "Pre-Funded Warrants")) and (ii) warrants to purchase an
aggregate of 3,024,194 shares of the Company's common stock (the "Common
Warrants" and, together with the Pre-Funded Warrants, the "Warrants"), for an
aggregate purchase price of approximately $15.0 million (or $4.96 per Share or
$4.96 less $0.00001 per Pre-Funded Warrant). The closing of the Private
Placement occurred on December 7, 2021 (the "Closing"), and was subject to the
satisfaction of customary closing conditions.
Each Pre-Funded Warrant has an exercise price of $0.00001 per share, is
immediately exercisable and may be exercised at any time and has no expiration
date, and is subject to customary adjustments. The Pre-Funded Warrants may not
be exercised if the aggregate number of shares of the Company's common stock
beneficially owned by the holder thereof (together with its affiliates) would
exceed 4.99% immediately after exercise thereof.
Each Common Warrant has an exercise price of $5.25 per share, is exercisable
beginning six months following the Closing, and will expire five years from the
date of issuance, and is subject to customary adjustments. The Common Warrants
may not be exercised if the aggregate number of shares of the Company's common
stock beneficially owned by the holder thereof (together with its affiliates)
would exceed 9.99% immediately after exercise thereof.
The Company intends to use the net proceeds from the Private Placement to
support growth initiatives for its near-term commercial objectives for its oral
testosterone replacement product, JATENZO.
The securities issued to the Purchaser under the SPA were issued pursuant to an
exemption from registration provided for under Section 4(a)(2) of the Securities
Act of 1933, as amended (the "Act") and Regulation D promulgated thereunder. The
Company relied on this exemption from registration based in part on
representations made by the Purchaser.
Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc. served as placement agents in
connection with the Private Placement and the Company has agreed to pay
customary placement fees of the placement agents.
The sale of the securities pursuant to the SPA has not been registered under the
Act or any state securities laws. The securities may not be offered or sold in
the United States absent registration or an applicable exemption from
registration requirements. Neither this Current Report on Form 8-K, nor the
exhibits attached hereto, is an offer to sell or the solicitation of an offer to
buy the securities described herein.
The Company and the Purchaser also entered into a Registration Rights Agreement
dated December 3, 2021, pursuant to which the Company agreed to prepare and file
a registration statement with the Securities and Exchange Commission no later
than 30 days following the Closing, to register the resale of the Shares and the
shares of the Company's common stock issuable upon exercise of the Warrants. The
Company agreed to use its commercially reasonable efforts to have the
registration statement declared effective as promptly as possible after the
filing thereof, subject to certain specified penalties if timely effectiveness
is not achieved.
The foregoing descriptions of the SPA, the Pre-Funded Warrants, the Common
Warrants and the Registration Rights Agreement are not complete and are
qualified in their entirety by references to the full text of such agreements,
which are filed as exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this
Current Report on Form 8-K and are incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained above under Item 1.01 is hereby incorporated by
reference in response to this Item 3.02 of Form 8-K.
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Item 8.01 Other Events.
On December 3, 2021, the Company issued a press release announcing the Private
Placement and on December 7, 2021, the Company issued a press release announcing
the Closing of the Private Placement.
Copies of the press releases are furnished hereto as Exhibit 99.1 and Exhibit
99.2 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
10.1 Securities Purchase Agreement, dated as of December 3, 2021, among
Clarus Therapeutics Holdings, Inc. and each purchaser party thereto.
10.2 Form of Pre-Funded Warrant
10.3 Form of Common Stock Warrant
10.4 Registration Rights Agreement, dated as of December 3, 2021, among
Clarus Therapeutics Holdings, Inc. and each purchaser party thereto.
99.1 Press Release dated December 3, 2021.
99.2 Press Release dated December 7, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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CLARUS THERAPEUTICS HOLDINGS, INC. 
