--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-22-067678" form_type: "8-K" ticker: null cik: "0001817944" company_name: "Clarus Therapeutics Holdings, Inc." filed_at: "2022-10-31T23:59:59+00:00" generated_at: "2026-06-22T21:52:04.368755+00:00" event_type: "m_and_a" sentiment: "negative" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Clarus Therapeutics sells JATENZO® assets to Tolmar for $7.25M upfront plus royalties; board resigns, CEO terminated ## Summary - Asset purchase agreement with Tolmar, Inc. for $7.25M upfront plus 6-10% royalties on net sales and milestones up to $7M. - Sale completed Oct 27, 2022 after Bankruptcy Court approval; total consideration depends on future sales. - Board members John Amory, Elizabeth Cermak, Kimberly Murphy, Mark Prygocki, Alex Zisson resign effective Oct 31. - CEO Robert Dudley terminated effective Oct 31; CAO/CFO Steven Bourne and CCO Frank A. Jaeger terminated Nov 14. - Trading in Clarus securities during Chapter 11 is highly speculative; company urges extreme caution. ## SEC filing metadata - accession: 0001213900-22-067678 - form_type: 8-K - cik: 0001817944 - company_name: Clarus Therapeutics Holdings, Inc. - filed_at: 2022-10-31T23:59:59+00:00 - event_type: m_and_a - sentiment: negative - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 2.01, 5.02, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1817944/000121390022067678/0001213900-22-067678-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1817944/000121390022067678/ea167801-8k_clarusthera.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-22-067678 - JSON: https://secwatch.observer/filing/0001213900-22-067678.json - Plain text: https://secwatch.observer/filing/0001213900-22-067678.txt ## Key facts - Executive change Frank A. Jaeger was terminated as Chief Commercial Officer at Clarus Therapeutics Holdings, Inc.. - Action: terminated - Role: Chief Commercial Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1817944/000121390022067678/0001213900-22-067678-index.htm - Executive change Elizabeth Cermak resigned as Director at Clarus Therapeutics Holdings, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1817944/000121390022067678/0001213900-22-067678-index.htm - Executive change John Amory resigned as Director at Clarus Therapeutics Holdings, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1817944/000121390022067678/0001213900-22-067678-index.htm - Executive change 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1817944/000121390022067678/0001213900-22-067678-index.htm - Executive change Robert Dudley was terminated as Chief Executive Officer at Clarus Therapeutics Holdings, Inc.. - Action: terminated - Role: Chief Executive Officer source text: the Clarus board determined to terminate the employment of Robert Dudley, Clarus’ Chief Executive Officer, effective October 31, 2022 evidence_url: https://www.sec.gov/Archives/edgar/data/1817944/000121390022067678/0001213900-22-067678-index.htm - Executive change Alex Zisson resigned as Director at Clarus Therapeutics Holdings, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1817944/000121390022067678/0001213900-22-067678-index.htm - Executive change Kimberly Murphy resigned as Director at Clarus Therapeutics Holdings, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1817944/000121390022067678/0001213900-22-067678-index.htm - Executive change Mark Prygocki resigned as Director at Clarus Therapeutics Holdings, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1817944/000121390022067678/0001213900-22-067678-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1817944/000121390022067678/0001213900-22-067678-index.htm - Material Agreements 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1817944/000121390022067678/0001213900-22-067678-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.