UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 21 28, 2023

CLARUS THERAPEUTICS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39802

85-1231852

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

355 S. Grand Avenue, Suite 1450

Los Angeles, California

90071

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (847) 562-4300

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 71.0103 ~~Regulation~~Bankruptcy FDor ~~Disclosure~~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).

OnAs previously ~~February~~disclosed, on October 25, 2022, Clarus and OpCo entered into an asset purchase agreement with Tolmar, Inc. and Tolmar Holdings, 21Inc., ~~2023~~collectively Tolmar, pursuant to which Tolmar agreed to acquire the rights and certain related assets of Clarus and OpCo ~~each~~to ~~filed~~develop, manufacture, ~~their~~package, ~~monthly~~promote, ~~operating~~market, ~~reports~~sell, distribute and otherwise commercialize JATENZO® and assume certain liabilities of Clarus and OpCo, or the ~~Monthly~~Sale. ~~Operating~~On ~~Reports~~October 26, ~~with~~2022, the Court ~~for~~approved the ~~reporting month~~Sale. ~~ended~~On ~~January~~October 3127, ~~2023~~2022 Clarus, ~~copies~~OpCo ofand ~~which~~Tolmar ~~are~~consummated ~~attached~~the Sale, ~~hereto~~thereby ascompleting ~~Exhibit~~the ~~99.1~~disposition ~~and~~of ~~Exhibit~~the ~~99.2~~aforementioned ~~respectively~~assets.

~~Cautionary~~On ~~Note~~December ~~Regarding~~21, 2022 Clarus and OpCo filed the ~~Monthly~~First ~~Operating~~Amended ~~Reports~~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.

~~Clarus cautions~~On ~~investors~~February ~~and~~28, ~~potential~~2023, ~~investors~~or ~~not to place undue reliance upon~~ the ~~information~~Effective ~~contained in the Monthly Operating Reports~~Date, ~~which were not prepared for the purpose of providing the basis for an investment decision relating to any~~ Clarus ~~securities. The Monthly Operating Reports are limited in scope~~ and ~~have~~OpCo ~~been~~filed ~~prepared~~a ~~solely~~Notice ~~for the purpose~~ of ~~complying~~Effective Date with ~~requirements of~~ the Court. ~~The Monthly Operating Reports were not reviewed by independent accountants, are in a format prescribed by applicable bankruptcy laws,~~ and ~~are~~the ~~subject~~Plan tobecame ~~future~~effective ~~adjustment. The financial information~~ in ~~the Monthly Operating Reports are not prepared in~~ accordance with ~~accounting~~its ~~principles~~terms. ~~generally accepted~~All inof the ~~United~~shares ~~States,~~of orcommon ~~GAAP,~~stock ~~and,~~of ~~therefore,~~the ~~may~~Company ~~exclude~~outstanding ~~items~~immediately ~~required~~prior byto ~~GAAP,~~the ~~such~~Effective ~~as certain reclassifications~~Date, ~~eliminations,~~were ~~accruals,~~cancelled ~~valuations~~ and ~~disclosures.~~discharged ~~The~~and ~~Monthly Operating Reports also relate to periods that~~ are ~~different from the historical periods required in Clarus’ reports pursuant to the Securities Exchange Act~~ of ~~1934,~~no asforce ~~amended,~~and ~~or the Exchange Act~~effect.

~~Limitation on~~Item ~~Incorporation~~2.01 byCompletion ~~Reference~~of Acquisition or Disposition of Assets.

~~In accordance~~To ~~with General Instruction B.2 of Form 8-K,~~ the ~~information~~extent inapplicable to this ~~Item 7.01 is being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act~~item, ~~or otherwise subject to~~ the ~~liabilities of that section, nor shall such~~ information beset ~~deemed~~forth ~~incorporated by reference in any filing~~ under ~~the~~Item ~~Securities Act of 1933, as amended, except as otherwise expressly stated in such filing~~1.03 ~~The filing~~ of this ~~current~~Current ~~report~~Report ~~(including~~on ~~Exhibit~~Form ~~99.1~~8-K ~~and~~is ~~Exhibit~~incorporated ~~99.2 attached hereto)~~herein ~~will not be deemed an admission as to the materiality of any information required to be disclosed solely~~ by ~~Regulation FD~~reference.

~~Cautionary Statements~~Item ~~Regarding~~3.03 ~~Trading~~Material inModification ~~Clarus’~~to ~~Securities~~the Rights of Security Holders.

~~Clarus’~~To ~~securityholders are cautioned that trading in Clarus’ securities during~~ the ~~pendency~~extent ofapplicable ~~the Chapter 11 case is highly speculative and poses substantial risks. Trading prices for Clarus’ securities may bear little or no relationship~~ to ~~the~~this ~~actual recovery~~item, ~~if any,~~the byinformation ~~holders~~set ~~thereof~~forth inunder ~~Clarus’~~Item ~~Chapter 11 case~~1.03 ~~Accordingly,~~of ~~Clarus~~this ~~urges~~Current ~~extreme~~Report ~~caution~~on ~~with~~Form ~~respect~~8-K tois ~~existing~~incorporated ~~and future~~herein ~~investments~~by ~~in its securities~~reference.

1Item 5.01 Changes in Control of Registrant.

~~Cautionary~~To ~~Note~~the ~~Regarding~~extent ~~Forward~~applicable to this item, the information set forth under Item 1.03 of this Current Report on Form 8-~~Looking~~K ~~Statements~~is incorporated herein by reference.

~~This~~Item ~~current report on Form 8-K, Exhibit 99~~5.102 ~~and~~Departure ~~Exhibit 99.2 contain “forward-looking statements” for purposes~~ of ~~the~~Directors federal securities laws. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Clarus’ forward-looking statements in this current report on Form 8-K include, but are not limited to, express or ~~implied~~Principal statements about Clarus’ belief that the asset sale process pursuant to Chapter 11 of the U.S. Bankruptcy Code will be in the best interest of Clarus and its stakeholders, among others. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting Clarus will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Clarus’ control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to risks associated with the potential adverse impact of the Chapter 11 filings on Clarus’ liquidity and results of operationsOfficers; ~~changes~~Election ~~in Clarus’ ability to meet its financial obligations during the Chapter 11 process and to maintain contracts that are critical to its current operations; the outcome and timing~~ of ~~the Chapter 11 process~~Directors; ~~the~~Appointment ~~effect~~ of ~~the~~Principal Chapter 11 filings on Clarus’ relationships with vendors, regulatory authorities, employees and other third parties; possible proceedings that may be brought by third parties in connection with the Chapter 11 process; and the timing or amount of any distributions, if any, to Clarus’ stakeholders, as well as risks associated with pharmaceutical development and being a pharmaceutical company generally, along with those factors described under the heading “Risk Factors” in Clarus’ annual report on 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission, or the SEC, on March 31, 2022, and those that are included in any of Clarus’ future filings with the SECOfficers. Some of these risks and uncertainties may in the future be amplified by the ongoing COVID-19 pandemic and there may be additional risks that Clarus considers immaterial, or which are unknown. It is not possible to predict or identify all such risks. Clarus’ forward-looking statements only speak as of the date they are made, and Clarus does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

~~Item~~As ~~9.01~~of ~~Financial~~the ~~Statements~~Effective ~~and~~Date, ~~Exhibits~~pursuant to the Plan, the existing board of directors of Clarus dissolved without any further action required on the part of Clarus or OpCo.

~~(d)~~Item ~~Exhibits~~8.01 Other Events

Exhibit Number		Description
99.1		Clarus Therapeutics Holdings, Inc., Monthly Operating Report, dated February 21, 2023.
99.2		Clarus Therapeutics, Inc., Monthly Operating Report, dated February 21, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Deregistration of Securities

2In 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.

~~SIGNATURES~~1

~~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.~~SIGNATURES

	CLARUS THERAPEUTICS HOLDINGS, INC
Date: February 22, 2023	By:	/s/ Lawrence R. Perkins
	Name:	Lawrence R. Perkins
	Title:	Chief Restructuring Officer

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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