Blog: CLARUS THERAPEUTICS HOLDINGS, INC. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 7.01 Regulation FD Disclosure.

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).

On November 21, 2022, Clarus and OpCo each filed their monthly operating
reports, or the Monthly Operating Reports, with the Court for the reporting
month ended October 31, 2022, copies of which are attached hereto as Exhibit
99.1 and Exhibit 99.2 respectively.

Cautionary Note Regarding the Monthly Operating Reports

Clarus cautions investors and potential investors not to place undue reliance
upon the information contained in the Monthly Operating Reports, 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 been prepared solely for the purpose of complying 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 subject to future adjustment. The financial information in the
Monthly Operating Reports are not prepared in accordance with accounting
principles generally accepted in the United States, or GAAP, and, therefore, may
exclude items required by GAAP, such as certain reclassifications, eliminations,
accruals, valuations and disclosures. The 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, as amended, or the
Exchange Act.

Limitation on Incorporation by Reference

In accordance with General Instruction B.2 of Form 8-K, the information in 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, or otherwise
subject to the liabilities of that section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as otherwise expressly stated in such filing. The filing of this
current report (including Exhibit 99.1 and Exhibit 99.2 attached hereto) will
not be deemed an admission as to the materiality of any information required to
be disclosed solely by Regulation FD.

Cautionary Statements Regarding Trading in Clarus’ Securities

Clarus’ securityholders are cautioned that trading in Clarus’ securities during
the pendency of the Chapter 11 case is highly speculative and poses substantial
risks. Trading prices for Clarus’ securities may bear little or no relationship
to the actual recovery, if any, by holders thereof in Clarus’ Chapter 11 case.
Accordingly, Clarus urges extreme caution with respect to existing and future
investments in its securities.

Cautionary Note Regarding Forward-Looking Statements

This current report on Form 8-K, Exhibit 99.1 and Exhibit 99.2 contain
“forward-looking statements” for purposes of the 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
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 operations; changes 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; the effect of the 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 SEC. 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 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
Number                                   Description
99.1         Clarus Therapeutics Holdings, Inc., Monthly Operating Report, dated
           November 21, 2022.
99.2         Clarus Therapeutics, Inc., Monthly Operating Report, dated November
           21, 2022.
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)




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