secwatch / observer
8-K filed October 31, 2022, 7:59 PM ET CIK 0001817944
M&A confidence high sentiment negative materiality 1.00

Clarus Therapeutics Holdings, Inc.: M&A transaction — Clarus Therapeutics sells JATENZO® assets to Tolmar for $7.25M upfront plus royalties; board resigns, CEO terminated

Clarus Therapeutics Holdings, Inc.

item 1.01item 2.01item 5.02item 8.01item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Frank A. Jaeger

Chief Commercial Officer
Clarus Therapeutics Holdings, Inc.
Effective
2022-11-14
Filed
October 31, 2022, 7:59 PM ET
Additionally, on October 28, 2022, the Clarus board determined to terminate the employment of Robert Dudley, Clarus’ Chief Executive Officer, effective October 31, 2022, and of Steven Bourne, Clarus’ Chief Administrative Officer and Chief Financial Officer and Frank A. Jaeger, Clarus’ Chief Commercial Officer, each effective November 14, 2022.
Departed

Elizabeth Cermak

Director
Clarus Therapeutics Holdings, Inc.
Effective
2022-10-31
Filed
October 31, 2022, 7:59 PM ET
John Amory, Elizabeth Cermak, Kimberly Murphy, Mark Prygocki and Alex Zisson notified Clarus of their intent to resign as members of Clarus’ board of directors effective October 31, 2022.
Departed

John Amory

Director
Clarus Therapeutics Holdings, Inc.
Effective
2022-10-31
Filed
October 31, 2022, 7:59 PM ET
John Amory, Elizabeth Cermak, Kimberly Murphy, Mark Prygocki and Alex Zisson notified Clarus of their intent to resign as members of Clarus’ board of directors effective October 31, 2022.
Departed

Steven Bourne

Chief Administrative Officer and Chief Financial Officer
Clarus Therapeutics Holdings, Inc.
Effective
2022-11-14
Filed
October 31, 2022, 7:59 PM ET
Additionally, on October 28, 2022, the Clarus board determined to terminate the employment of Robert Dudley, Clarus’ Chief Executive Officer, effective October 31, 2022, and of Steven Bourne, Clarus’ Chief Administrative Officer and Chief Financial Officer and Frank A. Jaeger, Clarus’ Chief Commercial Officer, each effective November 14, 2022.
Departed

Robert Dudley

Chief Executive Officer
Clarus Therapeutics Holdings, Inc.
Effective
2022-10-31
Filed
October 31, 2022, 7:59 PM ET
the Clarus board determined to terminate the employment of Robert Dudley, Clarus’ Chief Executive Officer, effective October 31, 2022
Departed

Alex Zisson

Director
Clarus Therapeutics Holdings, Inc.
Effective
2022-10-31
Filed
October 31, 2022, 7:59 PM ET
John Amory, Elizabeth Cermak, Kimberly Murphy, Mark Prygocki and Alex Zisson notified Clarus of their intent to resign as members of Clarus’ board of directors effective October 31, 2022.
Departed

Kimberly Murphy

Director
Clarus Therapeutics Holdings, Inc.
Effective
2022-10-31
Filed
October 31, 2022, 7:59 PM ET
John Amory, Elizabeth Cermak, Kimberly Murphy, Mark Prygocki and Alex Zisson notified Clarus of their intent to resign as members of Clarus’ board of directors effective October 31, 2022.
Departed

Mark Prygocki

Director
Clarus Therapeutics Holdings, Inc.
Effective
2022-10-31
Filed
October 31, 2022, 7:59 PM ET
John Amory, Elizabeth Cermak, Kimberly Murphy, Mark Prygocki and Alex Zisson notified Clarus of their intent to resign as members of Clarus’ board of directors effective October 31, 2022.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Frank A. Jaeger was terminated as Chief Commercial Officer at Clarus Therapeutics Holdings, Inc..

Action
terminated
Role
Chief Commercial Officer
Exact text from the filing
Additionally, on October 28, 2022, the Clarus board determined to terminate the employment of Robert Dudley, Clarus’ Chief Executive Officer, effective October 31, 2022, and of Steven Bourne, Clarus’ Chief Administrative Officer and Chief Financial Officer and Frank A. Jaeger, Clarus’ Chief Commercial Officer, each effective November 14, 2022.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Elizabeth Cermak resigned as Director at Clarus Therapeutics Holdings, Inc..

Action
resigned
Role
Director
Exact text from the filing
John Amory, Elizabeth Cermak, Kimberly Murphy, Mark Prygocki and Alex Zisson notified Clarus of their intent to resign as members of Clarus’ board of directors effective October 31, 2022.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

John Amory resigned as Director at Clarus Therapeutics Holdings, Inc..

Action
resigned
Role
Director
Exact text from the filing
John Amory, Elizabeth Cermak, Kimberly Murphy, Mark Prygocki and Alex Zisson notified Clarus of their intent to resign as members of Clarus’ board of directors effective October 31, 2022.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Steven Bourne was terminated as Chief Administrative Officer and Chief Financial Officer at Clarus Therapeutics Holdings, Inc..

Action
terminated
Role
Chief Administrative Officer and Chief Financial Officer
Exact text from the filing
Additionally, on October 28, 2022, the Clarus board determined to terminate the employment of Robert Dudley, Clarus’ Chief Executive Officer, effective October 31, 2022, and of Steven Bourne, Clarus’ Chief Administrative Officer and Chief Financial Officer and Frank A. Jaeger, Clarus’ Chief Commercial Officer, each effective November 14, 2022.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Robert Dudley was terminated as Chief Executive Officer at Clarus Therapeutics Holdings, Inc..

Action
terminated
Role
Chief Executive Officer
Exact text from the filing
the Clarus board determined to terminate the employment of Robert Dudley, Clarus’ Chief Executive Officer, effective October 31, 2022
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Alex Zisson resigned as Director at Clarus Therapeutics Holdings, Inc..

Action
resigned
Role
Director
Exact text from the filing
John Amory, Elizabeth Cermak, Kimberly Murphy, Mark Prygocki and Alex Zisson notified Clarus of their intent to resign as members of Clarus’ board of directors effective October 31, 2022.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Kimberly Murphy resigned as Director at Clarus Therapeutics Holdings, Inc..

Action
resigned
Role
Director
Exact text from the filing
John Amory, Elizabeth Cermak, Kimberly Murphy, Mark Prygocki and Alex Zisson notified Clarus of their intent to resign as members of Clarus’ board of directors effective October 31, 2022.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Mark Prygocki resigned as Director at Clarus Therapeutics Holdings, Inc..

Action
resigned
Role
Director
Exact text from the filing
John Amory, Elizabeth Cermak, Kimberly Murphy, Mark Prygocki and Alex Zisson notified Clarus of their intent to resign as members of Clarus’ board of directors effective October 31, 2022.
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Clarus Therapeutics Holdings, Inc. completed a disposition involving Tolmar for $7.25 million upfront (closed 2022-10-27).

Action
disposition
Counterparty
Tolmar
Consideration
$7.25 million upfront
Closing
2022-10-27
Exact text from the filing
manufacture, package, promote, market, sell, distribute and otherwise commercialize JATENZO® and assume certain liabilities of Clarus and OpCo for a purchase price consisting of $7.25 million upfront, and contingent consideration payable for a three-year period consisting of (i) royalties in the amount of 6% of net sales of JATENZO® within the United States for net
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Clarus Therapeutics Holdings, Inc. entered into a asset purchase with Tolmar, Inc. and Tolmar Holdings, Inc. (collectively, Tolmar) valued at $7.25 million upfront (effective 2022-10-25).

Action
entry
Agreement
asset purchase
Counterparty
Tolmar, Inc. and Tolmar Holdings, Inc. (collectively, Tolmar)
Value
$7.25 million upfront
Effective
2022-10-25
Exact text from the filing
On October 25, 2022, Clarus and OpCo entered into an asset purchase agreement with Tolmar and Tolmar Holdings, Inc., collectively Tolmar, pursuant to which Tolmar agreed to acquire the rights and certain related assets of Clarus and OpCo to develop, manufacture, package, promote, market, sell, distribute and otherwise commercialize JATENZO® and assume certain liabilities of Clarus and OpCo for a purchase price consisting of $7.25 million upfront
View on SEC.gov

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Source: SEC EDGAR
accession 0001213900-22-067678
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