Clarus Therapeutics Holdings Inc. filed SEC Form 8-K: Bankruptcy or Receivership, Completion of Acquisition or Disposition of Assets, Material Modification to Rights of Security Holders, Changes in Control of Registrant, Leadership Update, Other Events
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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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SIGNATURES
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.
| CLARUS THERAPEUTICS HOLDINGS, INC | ||
| Date: March 1, 2023 | By: | /s/ Lawrence R. Perkins |
| Name: | Lawrence R. Perkins | |
| Title: | Chief Restructuring Officer | |
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