Clarus Therapeutics Holdings, Inc. Announces Plan for Near-Term Sale of JATENZO® Using Structured Process Through Chapter 11 of the U.S. Bankruptcy Code
05 Septiembre 2022 - 9:19PM
Clarus Therapeutics Holdings, Inc. (Clarus) (OTC: CRXT), a
pharmaceutical company dedicated to providing solutions to unmet
medical needs by advancing androgen therapies, announced today that
it, together with its wholly-owned subsidiary Clarus Therapeutics,
Inc., has filed voluntary petitions under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware (the Court). Clarus has also filed a motion seeking
authorization to pursue an auction and sale process under Section
363 of the U.S. Bankruptcy Code of its sole commercial asset,
JATENZO, that is approved for use by healthcare providers to treat
testosterone deficiency in men with certain medical conditions.
Clarus has filed a series of motions with the Court
seeking to ensure the continuation of normal operations while on
this path. Clarus believes that it has sufficient financial
resources to meet its operational and financial obligations to
patients, healthcare providers, suppliers, and employees through
the Chapter 11 process. In addition, scaled-back efforts will
continue to support commercialization of JATENZO.
“After thoroughly exploring our strategic options
in a robust process conducted by the Capital Structure Advisory
team at Raymond James, and in light of the extremely challenging
financial markets, Clarus’ Board of Directors and its senior
management team have unanimously concluded that a structured sale
process represents the best possible solution for Clarus and its
stakeholders,” said Dr, Robert Dudley, CEO of Clarus. “We strongly
believe that JATENZO has the potential to be a valuable product for
the treatment of men with testosterone deficiency and, with
continued commercialization efforts, to capture increasing market
share over time. Unfortunately, Clarus is no longer in a tenable
financial position to provide such efforts nor remain a viable
entity.”
The proposed bidding procedures, if approved by the
Court, would allow interested parties to submit binding offers to
acquire substantially all of Clarus’ assets (i.e., principally
JATENZO and related assets), which would be purchased free and
clear of Clarus’ indebtedness and certain liabilities. Interested
parties could include both strategic and financial buyers, for whom
substantial due diligence materials are available.
Additional information about this process and
proposed asset sale, as well as other documents related to the
Chapter 11 proceedings, is available through Clarus’ claims agent,
Stretto, Inc.. Clarus’ legal counsel is Goodwin Procter, LLP and
Potter Anderson & Corroon LLP, and its investment banker is
Raymond James & Associates, Inc. Clarus has also named Lawrence
Perkins of Sierra Constellation Partners, LLC as Chief
Restructuring Officer during the Chapter 11 process. Interested
parties should contact Geoffrey Richards
(Geoffrey.Richards@RaymondJames.com) and Simon Wein
(Simon.Wein@RaymondJames.com) at Raymond James for additional
information related to the auction and sale process and for access
to due diligence materials. Clarus filed the voluntary Chapter 11
petition in the U.S. Bankruptcy Court for the District of Delaware,
Case No. 22-10845.
About Clarus Therapeutics Holdings,
Inc.
Clarus Therapeutics Holdings, Inc. is a
pharmaceutical company with expertise in developing androgen-based
medicines. Clarus Therapeutics’ first commercial product is JATENZO
(testosterone undecanoate capsules; C-III). For more information,
visit www.clarustherapeutics.com and www.jatenzo.com. Follow Clarus
on Twitter (@Clarus_Thera) and LinkedIn (Clarus
Therapeutics).
Forward-Looking Statements
Certain statements in this press release 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. Clarus’ forward-looking
statements in this press release include, but are not limited to,
statements about Clarus’ plans to sell all of its assets pursuant
to Chapter 11 of the U.S. Bankruptcy Code; Clarus’ intention to
continue operations during the Chapter 11 case; Clarus’ belief that
the sale process will be in the best interest of Clarus and its
stakeholders; the continued uninterrupted access to Clarus’ product
during the Chapter 11 proceedings; and other statements regarding
Clarus’ strategy and future operations, performance and prospects
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, the 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 operations; the outcome and timing of the
Chapter 11 process and the proposed auction and asset sale; the
effect of the Chapter 11 filings and proposed asset sale
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
or the proposed asset sale; uncertainty regarding obtaining
bankruptcy court approval of a sale of Clarus’ assets or other
conditions to the proposed asset sale; 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 (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.
JATENZO® is a registered trademark of Clarus
Therapeutics Holdings, Inc. Source: Clarus Therapeutics Holdings,
Inc.
Media and Investor Contact
Steve Bourne
Chief Financial Officer
Sbourne@clarustherapeutics.com
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