Current Report Filing (8-k)
September 29 2021 - 4:06PM
Edgar (US Regulatory)
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2021-09-28
2021-09-28
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2021-09-28
2021-09-28
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CRXT:WarrantsToPurchaseOneShareOfCommonStockAtExercisePriceOf11.50Member
2021-09-28
2021-09-28
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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):
September 28, 2021
CLARUS THERAPEUTICS HOLDINGS, INC.
(Exact name of registrant as specified in its
charter)
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Delaware
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001-39802
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85-1231852
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(State or other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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555 Skokie
Boulevard, Suite 340
Northbrook,
Illinois 60062
(Address of Principal Executive Offices) (Zip
Code)
(847) 562-4300
(Registrant’s telephone number, including
area code)
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:
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☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.0001 per share
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CRXT
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The Nasdaq Global Market
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Warrants to purchase one share of common stock at an exercise price of $11.50
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CRXTW
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The Nasdaq Global Market
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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 1.01. Entry into a Material Definitive Agreement.
On September 28, 2021,
Clarus Therapeutics Holdings, Inc.’s wholly-owned subsidiary, Clarus Therapeutics, Inc. (the “Company”) and U.S.
Bank National Association entered into the Supplemental Indenture No. 3 (the “Third Supplemental Indenture”), to the
Indenture, dated as of March 12, 2020, as supplemented by Supplemental Indenture No. 1 thereto dated as of May 27, 2021 and
Supplemental Indenture No. 2 thereto dated as of September 9, 2021 (the “Indenture”), governing the Company’s
existing 12.5% Senior Secured Notes due 2025 (the “Notes”). Pursuant to the Third Supplemental Indenture, the Company
agreed to commence a process to effectuate a debt refinance no later than October 15, 2021. Additionally, the parties agreed to
extend the due date for the approximately $2.9 million interest payment amount that was due and payable on September 1, 2021 until
March 1, 2022, which will bear interest at a rate equal to 18.5%.
A copy of the Third Supplemental Indenture is attached
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the material terms of the
Third Supplemental Indenture is qualified in its entirety by reference to such exhibit.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth in Item 1.01 of this Current Report on Form
8-K is incorporated herein by reference.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: September 29, 2021
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CLARUS THERAPEUTICS HOLDINGS, INC.
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By:
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/s/ Robert E. Dudley
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Name:
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Robert E. Dudley
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Title:
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Chief Executive Officer
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2
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