Post-effective Amendment to an S-8 Filing (s-8 Pos)
March 01 2023 - 7:23AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on March 1, 2023
Registration
No. 333-261245
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Clarus
Therapeutics Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
85-1231852 |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification No.) |
355 S. Grand Avenue |
|
|
Suite 1450, Los Angeles, CA |
|
90071 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
2021
Stock Option and Equity Incentive Plan
2021
Employee Stock Purchase Plan
(Full
title of the plan)
Lawrence
R. Perkins
Chief
Restructuring Officer
Clarus
Therapeutics Holdings, Inc.
355
S. Grand Avenue
Suite
1450
Los
Angeles, CA 90071
(Name
and address of agent for service)
(847)
562-4300
(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
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 the 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, filed by Clarus Therapeutics Holdings, Inc., a Delaware corporation, or the Registrant, relates to the Registration
Statement on Form S-8 (No. 333-261245) pertaining to the registration of an aggregate of 3,822,500 shares of the Registrant’s common
stock, $0.0001 par value per share, or the Shares, issuable under the Registrant’s 2021 Stock Option and Incentive Plan and 2021
Employee Stock Purchase Plan, which was filed by the Registrant with the U.S. Securities and Exchange Commission on November 19, 2021.
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, the Registrant has terminated any and all offerings pursuant to the Registration Statement. In accordance
with undertakings made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment,
any of the securities that remain unsold at the termination of the offering, the Registrant hereby removes from registration all Shares
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 certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles, State of California, on March 1, 2023.
|
CLARUS THERAPEUTICS HOLDINGS, INC. |
|
|
|
|
/s/ Lawrence R.
Perkins |
|
Name: |
Lawrence R. Perkins |
|
Title: |
Chief Restructuring Officer |
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