NT 10-Q

Date: November 16, 2021

/s/ Richard Peterson

Richard Peterson

Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING


(Check one):		☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

		For Period Ended: September 30, 2021

		☐ Transition Report on Form 10-K

		☐ Transition Report on Form 20-F

		☐ Transition Report on Form 11-K

		☐ Transition Report on Form 10-Q

		☐ Transition Report on Form N-SAR

		For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

Clarus Therapeutics Holdings, Inc.

Full Name of Registrant

N/A

Former Name if Applicable

555 Skokie Boulevard, Suite 340

Address of Principal Executive Office (Street and Number)

Northbrook, Illinois 60062

City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)


☒	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Clarus Therapeutics Holdings, Inc. (the “Registrant”) is unable to file, without unreasonable effort or expense, its Quarterly Report on Form 10-Q for the period ended September 30, 2021 (the “Form 10-Q”) prior to the filing deadline as a result of the completion of a business combination on September 9, 2021 with Clarus Therapeutics, Inc. (“Old Clarus”) pursuant to which the financial statements of Old Clarus became those of the Registrant (the “Merger”). In light of these changes, the Registrant requires additional time to complete its consolidated financial statements for the three and nine months ended September 30, 2021.

PART IV - OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification

Ric Peterson

847

562-4300

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Registrant completed the Merger with Old Clarus on September 9, 2021 pursuant to which the financial statements of Old Clarus became those of the Registrant and the Registrant ceased to be a business combination shell company. Accordingly, the financial statements of the Registrant expect to report revenues and expenses, consistent with those of an operating company.

The Registrant expects to report $4.3 million of net product revenue for the three months ended September 30, 2021, an increase of $2.1 million from $2.2 million for the three months ended September 30, 2020, and $9.4 million of net product revenue for the nine months ended September 30, 2021, an increase of $5.5 million from $3.9 million for the nine months ended September 30, 2020.

The Registrant expects to report $0.5 million of cost of product sales for the three months ended September 30, 2021, an increase of $0.2 million from $0.3 million for the three months ended September 30, 2020, and $1.4 million of cost of product sales for the nine months ended September 30, 2021, a decrease of $6.9 million from $8.3 million for the nine months ended September 30, 2020.

The Registrant is not able to provide a further estimate of results at this time as the Registrant has not yet completed the reporting process and review relating to the Registrant’s financial statements.

The financial results presented above for the three and nine months ended September 30, 2021 reflects a preliminary estimate of the Registrant’s net product revenue and cost of product sales and anticipated change for the corresponding prior period as of the date of the filing of the Form 12b-25. This estimate is subject to change upon the completion of the reporting process and review of the Registrant’s financial statements, and actual results may vary significantly from this estimate.

Cautionary Note on Forward-Looking Statements

Certain statements in this Form 12b-25 constitute “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. The Registrant’s forward-looking statements in this Form 12b-25 include, but are not limited to, statements regarding its preliminary financial results for the three and nine months ended September 30, 2021, 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 the Registrant will be those that it has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Registrant’s 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, the completion of review of the financial statements, the risks associated with pharmaceutical development, risks associated with the Registrant’s financial position, and those factors described under the heading “Risk Factors” in the prospectus filed with the Securities and Exchange Commission (the “SEC”) under Rule 424(b)(3) on October 7, 2021, and those that are included in any of the Registrant’s future filings with the SEC. Some of these risks and uncertainties may in the future be amplified by the COVID-19 pandemic and there may be additional risks that the Registrant considers immaterial, or which are unknown. It is not possible to predict or identify all such risks. The Registrant’s forward-looking statements only speak as of the date they are made, and the Registrant 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.

Clarus Therapeutics Holdings, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.