SEC Form SC 13D/A filed by Clarus Therapeutics Holdings Inc. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Clarus Therapeutics Holdings, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
18271L 107
(CUSIP Number)
James E. Thomas
Thomas, McNerney & Partners
12527 Central Ave. NE #297
Minneapolis, MN 55434
(203) 978-2010
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 20, 2022
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 18271L 107
| 1. |
Names of Reporting Persons.
James E. Thomas | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
45,659 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
45,659 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
45,659 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.2% | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
CUSIP No. 18271L 107
| 1. |
Names of Reporting Persons.
Thomas, McNerney & Partners, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
20,249 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
20,249 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
20,249 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.1% | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
CUSIP No. 18271L 107
| 1. |
Names of Reporting Persons.
Thomas, McNerney & Partners II, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
25,175 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
25,175 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
25,175 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.1% | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
CUSIP No. 18271L 107
| 1. |
Names of Reporting Persons.
Thomas, McNerney & Partners, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
20,234 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
20,234 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
20,234 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.1% | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
CUSIP No. 18271L 107
| 1. |
Names of Reporting Persons.
Thomas, McNerney & Partners II, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
25,083 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
25,083 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
25,083 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.1% | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
CUSIP No. 18271L 107
| 1. |
Names of Reporting Persons.
TMP Nominee, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
69 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
69 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
69 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
<0.1% | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
CUSIP No. 18271L 107
| 1. |
Names of Reporting Persons.
TMP Nominee II, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
166 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
166 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
166 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
<0.1% | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
CUSIP No. 18271L 107
| 1. |
Names of Reporting Persons.
TMP Associates, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
15 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
15 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
15 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
<0.1% | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
CUSIP No. 18271L 107
| 1. |
Names of Reporting Persons.
TMP Associates II, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
92 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
92 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
92 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
<0.1% | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
Amendment No. 1 to Schedule 13D
This Amendment No. 1 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons with respect to the common stock, $0.0001 par value per share (“Common Stock”), of Clarus Therapeutics Holdings, Inc., a Delaware corporation (the “Issuer”) on December 10, 2021. Terms defined in the Schedule 13D are used herein as so defined.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
The Reporting Persons have sold the shares of Common Stock in the transactions set forth in Item 5(c) of this Amendment No. 1 and, subject to favorable prices and market conditions, intend to sell or distribute the remaining shares of Common Stock reported on this Amendment No. 1.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and supplemented as follows:
| (a) | The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 24,750,011 outstanding shares of Common Stock as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2022. |
| (b) | The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference. |
| (c) | Schedule A sets forth all transactions with respect to the shares of Common Stock effected during the past sixty days by any Reporting Person. |
| (d) | No person other than the Reporting Persons disclosed in this Schedule 13D is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock subject to this Schedule 13D. |
| (e) | The Reporting Persons ceased to be beneficial owners of more than five percent of the outstanding shares of Common Stock on April 21, 2022. |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: April 21, 2022 | ||||
| /s/ James E. Thomas | ||||
| JAMES E. THOMAS | ||||
| THOMAS MCNERNEY & PARTNERS, L.P. | ||||
| By: | Thomas, McNerney & Partners, LLC, its general partner | |||
| By: | /s/ James E. Thomas | |||
| Name: | James E. Thomas | |||
| Title: | Manager | |||
| TMP NOMINEE, LLC | ||||
| By: | /s/ James E. Thomas | |||
| Name: | James E. Thomas | |||
| Title: | Manager | |||
| TMP ASSOCIATES, L.P. | ||||
| By: | Thomas, McNerney & Partners, LLC, its general partner | |||
| By: | /s/ James E. Thomas | |||
| Name: | James E. Thomas | |||
| Title: | Manager | |||
| THOMAS, MCNERNEY & PARTNERS, LLC | ||||
| By: | /s/ James E. Thomas | |||
| Name: | James E. Thomas | |||
| Title: | Manager | |||
| THOMAS, MCNERNEY & PARTNERS II, L.P. | ||||
| By: | Thomas, McNerney & Partners II, LLC, its general partner | |||
| By: | /s/ James E. Thomas | |||
| Name: | James E. Thomas | |||
| Title: | Manager | |||
| TMP NOMINEE II, LLC | ||||
| By: | /s/ James E. Thomas | |||
| Name: | James E. Thomas | |||
| Title: | Manager | |||
| TMP ASSOCIATES II, L.P. | ||||
| By: | Thomas, McNerney & Partners II, LLC, its general partner | |||
| By: | /s/ James E. Thomas | |||
| Name: | James E. Thomas | |||
| Title: | Manager | |||
| THOMAS, MCNERNEY & PARTNERS II, LLC | ||||
| By: | /s/ James E. Thomas | |||
| Name: | James E. Thomas | |||
| Title: | Manager | |||
Schedule A
| Name |
Date of Transaction |
Number of Shares Acquired / (Disposed) |
Transaction | Price Per Share (1) | ||||||||||||
| Thomas McNerney II |
April 20, 2022 | (2,061,685 | ) | Sale | $ | 2.53 | (1) | |||||||||
| Thomas McNerney I |
April 20, 2022 | (1,663,126 | ) | Sale | $ | 2.53 | (1) | |||||||||
| TMP Nominee II |
April 20, 2022 | (13,630 | ) | Sale | $ | 2.53 | (1) | |||||||||
| TMP Nominee I |
April 20, 2022 | (5,722 | ) | Sale | $ | 2.53 | (1) | |||||||||
| TMP Associates I |
April 20, 2022 | (1,164 | ) | Sale | $ | 2.53 | (1) | |||||||||
| TMP Associates II |
April 20, 2022 | (7,585 | ) | Sale | $ | 2.53 | (1) | |||||||||
| Thomas McNerney II |
April 21, 2022 | (933,906 | ) | Sale | $ | 2.37 | (2) | |||||||||
| Thomas McNerney I |
April 21, 2022 | (753,365 | ) | Sale | $ | 2.37 | (2) | |||||||||
| TMP Nominee II |
April 21, 2022 | (6,174 | ) | Sale | $ | 2.37 | (2) | |||||||||
| TMP Nominee I |
April 21, 2022 | (2,592 | ) | Sale | $ | 2.37 | (2) | |||||||||
| TMP Associates I |
April 21, 2022 | (527 | ) | Sale | $ | 2.37 | (2) | |||||||||
| TMP Associates II |
April 21, 2022 | (3,436 | ) | Sale | $ | 2.37 | (2) | |||||||||
| (1) | The prices reported in this column are weighted average prices at a range of prices between $2.20 and $3.03. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges of the prices reported. |
| (2) | The prices reported in this column are weighted average prices at a range of prices between $2.11 and $2.62. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges of the prices reported. |