Sec Form 13D Filing - Thomas McNerney & Partners LLC filing for Clarus Therapeutics Holdings Inc. (CRXT) - 2021-12-10

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment ___)*

Clarus Therapeutics Holdings, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

18271L 107

(CUSIP Number)

James E. Thomas

Thomas, McNerney & Partners

12527 Central Ave. NE $297

Minneapolis, MN 55434

(203) 978-2010

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 9, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 18271L 107

CUSIP No. 18271L 107

CUSIP No. 18271L 107

CUSIP No. 18271L 107

CUSIP No. 18271L 107

CUSIP No. 18271L 107

CUSIP No. 18271L 107

CUSIP No. 18271L 107

CUSIP No. 18271L 107

Item 1. Security and Issuer

This Schedule 13D relates to the shares of common stock, $0.0001 par value per share (“Common Stock”), of Clarus Therapeutics Holdings, Inc., a Delaware corporation (the “Issuer”), which has its principal executive offices at 555 Skokie Boulevard, Suite 340, Northbrook, Illinois 60062.

Item 2. Identity and Background

The agreement among the Reporting Persons to file this Schedule 13D jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, is attached hereto as Exhibit 1.

Item 3. Source and Amount of Funds or Other Consideration

On September 9, 2021 (the “Closing Date”), the Issuer (f/k/a Blue Water Acquisition Corp. (“Blue Water”)), consummated the previously announced business combination pursuant to the terms of the Agreement and Plan of Merger, dated April 27, 2021 (the “Merger Agreement”), by and among the Issuer, Blue Water Merger Sub Corp., a Delaware corporation (“Merger Sub”) and Clarus Therapeutics, Inc., a Delaware corporation (“Legacy Clarus”).

Pursuant to the terms of the Merger Agreement, a business combination between the Issuer and Legacy Clarus was effected through the merger of Merger Sub with and into Legacy Clarus, with Legacy Clarus surviving as the post-merger company and as a wholly owned subsidiary of the Issuer (the “Merger” and, collectively with the other transactions described in the Merger Agreement, the “Business Combination”). On the Closing Date, the Issuer changed its name from Blue Water Acquisition Corp. to Clarus Therapeutics Holdings, Inc.

In accordance with the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (A) an aggregate of 17,751,348 shares of Common Stock were issued to the holders of (i) certain shares of Legacy Clarus preferred stock issued and outstanding immediately prior to the Effective Time (such shares, the “Legacy Clarus Consideration-Receiving Preferred Stock”) and (ii) the holders of certain convertible and non-convertible promissory notes of Legacy Clarus outstanding as of the Effective Time (such notes, the “Legacy Clarus Consideration-Receiving Notes”); (B) warrants to

purchase an aggregate 61,146 shares of Legacy Clarus stock were converted into warrants to purchase an aggregate 9,246 shares of Common Stock (such converting warrants, the “Legacy Clarus Converting Warrants”) and (C) all shares of Legacy Clarus capital stock (other than the Legacy Clarus Consideration-Receiving Preferred Stock), and all outstanding options, warrants or rights to purchase or subscribe for any Legacy Clarus capital stock, securities convertible into or exchangeable for, or that otherwise conferred on the holder any right to acquire any capital stock of Legacy Clarus (in each case, other than the Legacy Clarus Consideration-Receiving Notes and the Legacy Clarus Converting Warrants), whether or not exercised prior to the Effective Time, were cancelled, retired and terminated without any consideration or any liability to Legacy Clarus with respect thereto. In addition, all shares of Class B common stock, par value $0.0001 per share, of the Issuer into Class A common stock in accordance with the Issuer’s amended and restated certificate of incorporation, and subsequently reclassified as Common Stock.

Item 4. Purpose of Transaction

The Reporting Persons acquired the shares of Common Stock set forth in Item 5(c) and hold their shares of Common Stock for investment purposes.

Each Reporting Person expects to continuously review such person’s investment in the Issuer and, depending on various factors including but not limited to, the price of the shares of Common Stock, the terms and conditions of the transaction, prevailing market conditions and such other considerations as such Reporting Person deems relevant, may at any time or from time to time, and subject to any required regulatory approvals and compliance with applicable securities laws and regulatory requirements, dispose or distribute some or all of its of his Common Stock or such other securities as it or he owns or may subsequently acquire depending on various factors, including but not limited to, the price of the shares, the terms and conditions of the transaction and prevailing market conditions, as well as the liquidity and diversification objectives.

Except as indicated herein, no Reporting Person, as a stockholder of the Issuer, has any plans or proposals that relates or would result in any of the transactions or other matters specified in clauses (a) though (j) of Item 4 of Schedule 13D. Each Reporting Person may, at any time and from time to time, review or reconsider its or his position and/or change its or his purpose and/or formulate plans or proposals with respect thereto.

The information set forth in Item 6 below is incorporated by reference to this Item 4.

Item 5. Interest in Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Registration Rights Agreement

On September 9, 2021, the Reporting Persons entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Issuer and certain other stockholders of the Issuer. Pursuant to the Registration Rights Agreement, the Issuer filed a registration statement (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”) covering the resale of shares of Common Stock issued to certain Legacy Clarus securityholders party thereto in the Merger, including the Reporting Persons. The Registration Statement became effective on October 7, 2021.

References to and the description of the Registration Rights Agreement set forth above in this Item 6 do not purport to be complete and are qualified in their entirety by reference to the full text of the Registration Rights Agreement, which is attached hereto as Exhibit 2 and incorporated by reference herein.

Lock-Up Agreement

In connection with the Merger, on September 9, 2021, the Reporting Persons entered into lock-up agreements (the “Lock-up Agreements”), pursuant to which, among other things, each agreed to certain transfer restrictions of its Common Stock for a p eriod of 180 days after the Closing Date, subject to certain exceptions. (subject to early release if the Issuer consummates a liquidation, merger, capital stock, reorganization exchange or other similar transaction with an unaffiliated third party that results in all of the Issuer’s stockholders having the right to exchange their equity holdings in the Issuer for cash, securities or other property): (x) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any restricted securities, (y) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the restricted securities, or (z) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (x), (y) or (z) above is to be settled by delivery of restricted securities or other securities, in cash or otherwise (in each case, subject to certain limited permitted transfers where the recipient takes the shares subject to the restrictions in the Lock-Up Agreements).

References to and the description of the Lock-up Agreements set forth above in this Item 6 do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Lock-up Agreement, which is attached hereto as Exhibit 3 and incorporated by reference herein.

Item 7. Material to be Filed as Exhibits

Exhibit 1     Joint Filing Agreement

Exhibit 2     Registration Rights Agreement, dated September 9, 2021, by and among the Issuer, Blue Water Sponsor LLC and Legacy Clarus securityholders party thereto (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed on September 15, 2021)

Exhibit 3     Form of Stockholder Lock-Up Agreement by and between the Issuer and the stockholder of Legacy Clarus party thereto (incorporated by reference to Exhibit 4.2 to the Issuer’s Current Report on Form 8-K, filed on September 15, 2021).

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 10, 2021