Post-effective Amendment to Registration Statement (pos Am)
01 Mars 2023 - 1:20PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on March 1, 2023
Registration
No. 333-265187
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Clarus
Therapeutics Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
2836 |
|
85-1231852 |
(State
or other jurisdiction of
incorporation or organization) |
|
(Primary
Standard Industrial
Classification Code Number) |
|
(I.R.S.
Employer
Identification Number) |
355
S. Grand Avenue, Suite 1450
Los
Angeles, CA 90071
(847)
562-4300
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Lawrence
R. Perkins
Chief
Restructuring Officer
355
S. Grand Avenue, Suite 1450
Clarus
Therapeutics Holdings, Inc.
Los
Angeles, CA 90071
(847)
562-4300
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Mitchell
S. Bloom, Esq.
Marianne
Sarrazin, Esq.
Goodwin
Procter LLP
100
Northern Avenue
Boston,
Massachusetts 02210
Tel:
(617) 570-1000
Approximate
date of commencement of proposed sale to the public: Not applicable
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. ☐
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
|
|
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 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION
OF UNSOLD SECURITIES
This
Post-Effective Amendment No. 1, filed by Clarus Therapeutics Holdings, Inc., a Delaware corporation, or the Registrant, relates to the
Registration Statement on Form S-1 (No. 333-265187), as originally filed with the U.S. Securities and Exchange Commission by the Registrant
on May 24, 2022, or the Registration Statement, pertaining to the registration for resale by the selling securityholder named therein
of an aggregate of up to 1,300,000 shares of the Registrant’s common stock issuable upon the exercise of 1,300,000 common stock
purchase warrants issued in a private placement to the selling securityholder named therein.
On
September 5, 2022, the Registrant, and its wholly-owned subsidiary Clarus Therapeutics, Inc., 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 (Case No. 22-10845), or the Chapter 11 Case.
In
connection with the Chapter 11 Case, any and all offerings pursuant to the Registration Statement have been terminated. In accordance
with undertakings made by the Registrant in the Registration Statement to remove from registration, by means of post-effective amendment,
any of the shares that had been registered for issuance that remain unsold at the termination of the offering, the Registrant hereby
removes from registration all shares of the Registrant registered but unsold under the Registration Statement as of the date hereof.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, in the State of California on March 1, 2023.
|
CLARUS
THERAPEUTICS HOLDINGS, INC. |
|
|
|
/s/
Lawrence R. Perkins |
|
Name: |
Lawrence
R. Perkins |
|
Title: |
Chief
Restructuring Officer |
Clarus Therapeutics (NASDAQ:CRXT)
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