Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)

Prospectus Supplement No. 1		Filed Pursuant to Rule 424(b)(3)
(to Prospectus dated May 3, 2022)		Registration No. 333- 261743

 

Up to 6,048,388 Shares of Common Stock

 

 

This prospectus supplement updates and supplements the prospectus dated May 3, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333- 261743). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 27, 2022 (the “Current Report on Form 8-K”). Accordingly, we have attached the Current Report on Form 8-K to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the offer and sale from time to time by the selling securityholder named in the Prospectus (the “Selling Securityholder”) of an aggregate of up to 6,048,388 shares of our common stock, $0.0001 par value per share (“Common Stock”), which consists of (i) up to 2,300,000 shares of Common Stock, (ii) up to 724,194 shares of Common Stock that are issuable upon the exercise of 724,194 pre-funded warrants (the “Pre-Funded Warrants”) and (iii) up to 3,024,194 shares of Common Stock that are issuable upon the exercise of 3,024,194 common warrants (the “Common Warrants” and, together with the Pre-Funded Warrants, the “PIPE Warrants”), which shares of Common Stock and PIPE Warrants were originally issued in a private placement to the Selling Securityholder.

This prospectus supplement should be read in conjunction with the Prospectus as amended and supplemented to date. This prospectus supplement updates and supplements the information in the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

The Common Stock and Public Warrants are listed on The Nasdaq Global Market (“Nasdaq”) under the symbols “CRXT” and “CRXTW,” respectively. On May 2, 2022, the closing price of the Common Stock was $0.55 and the closing price for the Public Warrants was $0.0991.

See the section entitled “Risk Factors” beginning on page 4 of the Prospectus and under similar headings in any further amendments or supplements to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement are truthful or complete. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus supplement is May 3, 2022.

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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): April 24, 2022

 

 

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)		(IRS Employer Identification No.)

 

555 Skokie Boulevard, Suite 340 Northbrook, Illinois		60062
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: [phone]

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:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		CRXT		The Nasdaq Global Market
Warrants to purchase one share of common stock at an exercise price of $11.50		CRXTW		The Nasdaq Global Market

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.  ☐

 

 

 

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Item 1.01

Entry into Material Definitive Agreement.

Armistice Waiver

On April 24, 2022, Clarus Therapeutics Holdings, Inc. (“Clarus”) agreed to issue to Armistice Capital Master Fund Ltd. (“Armistice”), a beneficial owner of more than 5% of its common stock and an institutional accredited investor, in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933 as amended, concurrent with the closing of its proposed public offering, 5-year warrants to acquire an aggregate 1,300,000 shares of its common stock at an initial exercise price of $1.80 per share. Clarus agreed to issue the warrants to Armistice in connection with its waiver of the prohibition on “Variable Rate Transactions” provided in the Securities Purchase Agreement dated December 3, 2021 that would otherwise have restricted Clarus’ ability to issue the Class A warrants in the underwritten public offering with the anti-dilution price protection terms provided therein. Accordingly, on April 27, 2022, concurrent with the closing of the underwritten public offering, Clarus issued the warrants to Armistice.

The exercise price of the Armistice private placement warrants is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock, as well as certain issuances of equity securities at an effective price per share lower than the then applicable exercise price per share. The warrants also require Clarus to file a registration statement to register for resale the shares issuable upon exercise of these private placement warrants.

Underwritten Public Offering

On April 25, 2022, Clarus entered into an Underwriting Agreement (the “Underwriting Agreement”). Pursuant to the Underwriting Agreement, the Clarus agreed to sell in an underwritten public offering an aggregate of 27,270,720 Units comprised of (i) (a) 26,680,720 shares of its common stock, par value $0.0001 per share or (b) 590,000 pre-funded warrants to purchase shares of its common stock at $0.001 per share and (iii) accompanying Class A common stock purchase warrants to purchase up to an aggregate 27,270,720 shares of its common stock at an exercise price of $1.10 per share at a combined public offering price per Unit of $1.10 (or $1.10 (less) $.001 per pre-funded warrant Unit), for aggregate gross proceeds of approximately $30.0 million, prior to underwriting discounts and commissions and estimated offering expenses. Clarus offered the securities pursuant to a registration statement on Form S-1 (SEC File No. 333-264231), as initially filed April 11, 2022, as subsequently amended, and declared effective by the Securities and Exchange Commission (“SEC”) on April 25, 2022, as well as an automatically effective registration statement on Form S-1 (SEC Filed No. 333-264465) filed with the SEC pursuant to Rule 462(b) on April 25, 2022.

The closing of the offering pursuant to the Underwriting Agreement occurred on April 27, 2022, and was subject to satisfaction of customary closing conditions set forth in the Underwriting Agreement.

At the closing of the offering, on April 27, 2022, Clarus entered into a Warrant Agency Agreement with Continental Stock Transfer & Trust, LLC as warrant agent for the pre-funded warrants and the Class A common stock purchase warrants.

The foregoing summaries of the Armistice private placement warrants, the Underwriting Agreement, Warrant Agency Agreement, forms of pre-funded warrants and Class A warrants are not complete and the descriptions are qualified in their entirety by reference to the full text of the Armistice warrants, the Underwriting Agreement, the Warrant Agency Agreement and the forms of pre-funded warrant and Class A warrant, copies of which are filed as Exhibits 10.1, 1.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K, and are incorporated by reference herein.

 

Item 3.02

Unregistered Sales of Equity Securities.

The disclosures related to the issuance of the Armistice private placement warrants contained in Item 1.01 to the extent applicable are incorporated by reference herein.

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Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Description
1.1		Underwriting Agreement dated April 25, 2022
10.1		Armistice warrant dated April 27, 2022
10.2		Warrant Agency Agreement between Clarus Therapeutics Holdings, Inc. and Continental Stock Transfer & Trust Co. LLC dated April 27, 2022
10.3		Form of Pre-Funded
10.4		Form of Class A warrant
Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

 

Date: April 27, 2022				CLARUS THERAPEUTICS HOLDINGS, INC.
				By:		/s/ Robert E. Dudley
				Name:		Robert E. Dudley
				Title:		Chief Executive Officer