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| CIK | 1286162 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Clarus Therapeutics Holdings Inc
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| April 15, 2015 |
Clarus Therapeutics, Inc. 555 Skokie Boulevard, Suite 340 Northbrook, IL 60062 April 15, 2015 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-3561 Attention: Jeffrey Riedler Re: Clarus Therapeutics, Inc. Withdrawal of Registration Statement on Form S-1 File No. 333-196241 Ladies and Gentlemen: Pursuant to Rule 477 p |
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| May 23, 2014 |
UNSECURED CONVERTIBLE PROMISSORY NOTE Exhibit 4.3 THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THIS NOTE AND ANY OF SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATING TO SUCH TRANSACTIO |
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| May 23, 2014 |
CLARUS THERAPEUTICS, INC. 2004 STOCK INCENTIVE PLAN Exhibit 10.1 CLARUS THERAPEUTICS, INC. 2004 STOCK INCENTIVE PLAN Section 1. PURPOSE. The Plan is intended as an incentive to improve the performance, encourage the continued employment and increase the proprietary interest of certain directors, officers, advisors, employees and independent consultants of the Company, participating in the Plan. The Plan is designed to grant such directors, officers |
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| May 23, 2014 |
Exhibit 4.4 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UN |
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| May 23, 2014 |
THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Exhibit 4.2 Execution Version THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of May 21, 2014 (this “Agreement”), among Clarus Therapeutics, Inc., a Delaware corporation (the “Corporation”), and the Investors (as hereinafter defined). The Investors own or have the right to purchase or otherwise acquire shares of Common Sto |
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| May 23, 2014 |
AMENDED AND RESTATED BY-LAWS CLARUS THERAPEUTICS, INC. Exhibit 3.3 AMENDED AND RESTATED BY-LAWS OF CLARUS THERAPEUTICS, INC. These Amended and Restated By-Laws (these “By-laws”) are subject to, and governed by, the General Corporation Law of the State of Delaware and the Amended and Restated Certificate of Incorporation (as the same may be amended and/or restated from time to time, the “Certificate of Incorporation”) of Clarus Therapeutics, Inc., a De |
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| May 23, 2014 |
Exhibit 10.10 LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of April 9, 2013 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent ( |
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| May 23, 2014 |
Exhibit 10.8 OFFICE LEASE between MJH NORTHBROOK LLC (Landlord) and CLARUS THERAPEUTICS, INC. (Tenant) COMBINED CENTRE 555 Skokie Boulevard Northbrook, IL 60062 TABLE OF CONTENTS ARTICLE PAGE ARTICLE 1. BASIC LEASE INFORMATION 1 1.1 Basic Lease Information 1 1.2 Exhibits 2 ARTICLE 2. AGREEMENT 3 ARTICLE 3. DELIVERY OF PREMISES 3 3.1 Delivery of Possession 3 ARTICLE 4. BASE RENT 3 ARTICLE 5. OPERAT |
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| May 23, 2014 |
NON-QUALIFIED STOCK OPTION AGREEMENT Exhibit 10.13 NON-QUALIFIED STOCK OPTION AGREEMENT Name of Optionee: Steven A. Bourne No. of Option Shares: 50,000 Option Exercise Price per Share: $2.11 Grant Date: May 2, 2014 Expiration Date: May 1, 2024 Clarus Therapeutics, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of |
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| May 23, 2014 |
Exhibit 10.6 PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. API SUPPLY AGREEMENT by and between PFIZER INC. and CLARUS THERAPEUTICS, INC. dated as of September 11, 2013 PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FIL |
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| May 23, 2014 |
Exhibit 4.7 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UN |
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| May 23, 2014 |
WARRANT TO PURCHASE STOCK (1 of 2) Exhibit 4.6 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, I |
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| May 23, 2014 |
NON-QUALIFIED STOCK OPTION AGREEMENT Exhibit 10.12 NON-QUALIFIED STOCK OPTION AGREEMENT Name of Optionee: Robert E. Dudley, Ph.D. No. of Option Shares: 90,000 Option Exercise Price per Share: $2.11 Grant Date: May 2, 2014 Expiration Date: May 1, 2024 Clarus Therapeutics, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or p |
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| May 23, 2014 |
SOFTGEL COMMERCIAL MANUFACTURING AGREEMENT Exhibit 10.5 PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. SOFTGEL COMMERCIAL MANUFACTURING AGREEMENT This Softgel Commercial Manufacturing Agreement (“Agreement”) is made this 23rd day of July, 2009, by and between Catalen |
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| May 23, 2014 |
SUPPLY AGREEMENT XIANJU Pharmaceutical Co. LTD CLARUS THERAPEUTICS, INC. Exhibit 10.7 PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. SUPPLY AGREEMENT Between XIANJU Pharmaceutical Co. LTD and CLARUS THERAPEUTICS, INC. THIS AGREEMENT (this “Agreement”) is entered into as of this 9th day of January |
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| May 23, 2014 |
EXHIBIT 4.5 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, I |
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| May 23, 2014 |
Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on May 23, 2014 Registration No. |
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| May 12, 2014 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on May 12, 2014 as Amendment No. |
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| May 12, 2014 |
NON-QUALIFIED STOCK OPTION AGREEMENT EX-10.13 3 filename3.htm Exhibit 10.13 NON-QUALIFIED STOCK OPTION AGREEMENT Name of Optionee: Steven A. Bourne No. of Option Shares: 50,000 Option Exercise Price per Share: $2.11 Grant Date: May 2, 2014 Expiration Date: May 1, 2024 Clarus Therapeutics, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specif |
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| May 12, 2014 |
NON-QUALIFIED STOCK OPTION AGREEMENT Exhibit 10.12 NON-QUALIFIED STOCK OPTION AGREEMENT Name of Optionee: Robert E. Dudley, Ph.D. No. of Option Shares: 90,000 Option Exercise Price per Share: $2.11 Grant Date: May 2, 2014 Expiration Date: May 1, 2024 Clarus Therapeutics, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or p |
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| April 11, 2014 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on April 11, 2014 as Amendment No. |
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| April 11, 2014 |
Exhibit 10.10 LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of April 9, 2013 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent ( |
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| February 28, 2014 |
EX-10.7 11 filename11.htm Exhibit 10.7 PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. API SUPPLY AGREEMENT by and between PFIZER INC. and CLARUS THERAPEUTICS, INC. dated as of September 11, 2013 PORTIONS OF THIS EXHIBIT WERE |
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| February 28, 2014 |
SUPPLY AGREEMENT XIANJU Pharmaceutical Co. LTD CLARUS THERAPEUTICS, INC. Exhibit 10.8 PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. SUPPLY AGREEMENT Between XIANJU Pharmaceutical Co. LTD and CLARUS THERAPEUTICS, INC. THIS AGREEMENT (this “Agreement”) is entered into as of this 9th day of January |
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| February 28, 2014 |
WARRANT TO PURCHASE STOCK (1 of 2) Exhibit 4.6 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, I |
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| February 28, 2014 |
SOFTGEL COMMERCIAL MANUFACTURING AGREEMENT Exhibit 10.6 PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. SOFTGEL COMMERCIAL MANUFACTURING AGREEMENT This Softgel Commercial Manufacturing Agreement (“Agreement”) is made this 23rd day of July, 2009, by and between Catalen |
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| February 28, 2014 |
EX-4.4 6 filename6.htm Exhibit 4.4 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURS |
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| February 28, 2014 |
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Exhibit 4.2 EXECUTION COPY SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of September 9, 2011 (this “Agreement”), among Clarus Therapeutics, Inc., a Delaware corporation (the “Corporation”), and the Investors (as hereinafter defined). The Investors own or have the right to purchase or otherwise acquire shares of Common |
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| February 28, 2014 |
Exhibit 10.9 OFFICE LEASE between MJH NORTHBROOK LLC (Landlord) and CLARUS THERAPEUTICS, INC. (Tenant) COMBINED CENTRE 555 Skokie Boulevard Northbrook, IL 60062 TABLE OF CONTENTS ARTICLE PAGE ARTICLE 1. BASIC LEASE INFORMATION 1 1.1 Basic Lease Information 1 1.2 Exhibits 2 ARTICLE 2. AGREEMENT 3 ARTICLE 3. DELIVERY OF PREMISES 3 3.1 Delivery of Possession 3 ARTICLE 4. BASE RENT 3 ARTICLE 5. OPERAT |
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| February 28, 2014 |
CLARUS THERAPEUTICS, INC. 2004 STOCK INCENTIVE PLAN Exhibit 10.1 CLARUS THERAPEUTICS, INC. 2004 STOCK INCENTIVE PLAN Section 1. PURPOSE. The Plan is intended as an incentive to improve the performance, encourage the continued employment and increase the proprietary interest of certain directors, officers, advisors, employees and independent consultants of the Company, participating in the Plan. The Plan is designed to grant such directors, officers |
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| February 28, 2014 |
UNSECURED CONVERTIBLE PROMISSORY NOTE Exhibit 4.3 THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THIS NOTE AND ANY OF SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATING TO SUCH TRANSACTIO |
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| February 28, 2014 |
FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CLARUS THERAPEUTICS, INC. Exhibit 3.1 EXECUTION COPY FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLARUS THERAPEUTICS, INC. Clarus Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is Clarus Therapeutics, Inc., which is the name under which said corporation was originally incorporated. 2. The original C |
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| February 28, 2014 |
DRS 1 filename1.htm Table of Contents As confidentially submitted to the Securities and Exchange Commission on February 28, 2014 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CLARUS THERAPEUTICS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 2834 20-0177717 (State |
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| February 28, 2014 |
EXHIBIT 4.5 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, I |
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| February 28, 2014 |
AMENDED AND RESTATED BY-LAWS CLARUS THERAPEUTICS, INC. EX-3.3 3 filename3.htm Exhibit 3.3 AMENDED AND RESTATED BY-LAWS OF CLARUS THERAPEUTICS, INC. These Amended and Restated By-Laws (these “By-laws”) are subject to, and governed by, the General Corporation Law of the State of Delaware and the Amended and Restated Certificate of Incorporation (as the same may be amended and/or restated from time to time, the “Certificate of Incorporation”) of Clarus T |
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| July 1, 2011 |
Clarus Therapeutics, Inc. 555 Skokie Boulevard, Suite 340 Northbrook, IL 60062 Clarus Therapeutics, Inc. 555 Skokie Boulevard, Suite 340 Northbrook, IL 60062 VIA EDGAR AND FACSIMILE July 1, 2011 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-3561 Attention: Jeffrey Riedler Re: Clarus Therapeutics, Inc. Withdrawal of Registration Statement on Form S-1 File No. 333-170738 Ladies and Gentlemen: Pursuant t |
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| February 4, 2011 |
As filed with the Securities and Exchange Commission on February 4, 2011 QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on February 4, 2011 Registration No. |
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| February 4, 2011 |
CLARUS THERAPEUTICS, INC. 5,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Exhibit 1.1 CLARUS THERAPEUTICS, INC. 5,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: February , 2011 Table of Contents Page SECTION 1. Representations and Warranties 2 SECTION 2. Sale and Delivery to Underwriters; Closing 18 SECTION 3. Covenants of the Company 19 SECTION 4. Payment of Expenses 24 SECTION 5. Conditions of Underwriters’ Obligations 25 SECTION 6. Indemnification 28 SE |
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| February 1, 2011 |
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY EX-10.11 5 a2201680zex-1011.htm EX-10.11 QuickLinks - Click here to rapidly navigate through this document Exhibit 10.11 NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Director Compensation Policy (this "Policy") of Clarus Therapeutics, Inc., a Delaware corporation (the "Company"), is to provide a total compensation package that enables the Company to attract and retain, on a long-t |
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| February 1, 2011 |
FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CLARUS THERAPEUTICS, INC. EX-3.1 3 a2201680zex-31.htm EX-3.1 QuickLinks - Click here to rapidly navigate through this document Exhibit 3.1 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLARUS THERAPEUTICS, INC. Clarus Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is Clarus Therapeutics, Inc., which i |
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| February 1, 2011 |
CLARUS THERAPEUTICS, INC. 5,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Exhibit 1.1 CLARUS THERAPEUTICS, INC. 5,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: February , 2011 Table of Contents Page SECTION 1. Representations and Warranties 2 SECTION 2. Sale and Delivery to Underwriters; Closing 18 SECTION 3. Covenants of the Company 19 SECTION 4. Payment of Expenses 24 SECTION 5. Conditions of Underwriters’ Obligations 25 SECTION 6. Indemnification 28 SE |
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| February 1, 2011 |
SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CLARUS THERAPEUTICS, INC. QuickLinks - Click here to rapidly navigate through this document Exhibit 3.2 SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLARUS THERAPEUTICS, INC. Clarus Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows: 1. The name of the Corporation is Clarus Therapeutics, Inc. The date of the filing |
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| February 1, 2011 |
As filed with the Securities and Exchange Commission on February 1, 2011 Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS CLARUS THERAPEUTICS, INC. |
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| January 24, 2011 |
As filed with the Securities and Exchange Commission on January 24, 2011 Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS CLARUS THERAPEUTICS, INC. |
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| January 24, 2011 |
EXECUTIVE EMPLOYMENT AGREEMENT QuickLinks - Click here to rapidly navigate through this document Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT WHEREAS, Clarus Therapeutics, Inc. (the "Company") desires to employ Robert E. Dudley, Ph.D. (the "Executive") and retain his services, experience and abilities; and WHEREAS, the Executive, as founder of Clarus, desires to accept such employment upon the terms and conditions hereinafter se |
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| January 24, 2011 |
CLARUS THERAPEUTICS, INC. SENIOR EXECUTIVE INCENTIVE BONUS PLAN QuickLinks - Click here to rapidly navigate through this document Exhibit 10.10 CLARUS THERAPEUTICS, INC. SENIOR EXECUTIVE INCENTIVE BONUS PLAN 1. Purpose This Senior Executive Incentive Bonus Plan (the "Incentive Plan") is intended to provide an incentive for superior work and to motivate eligible executives of Clarus Therapeutics, Inc. (the "Company") and its subsidiaries toward even higher achi |
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| January 24, 2011 |
EX-4.1 5 a2201631zex-41.htm EXHIBIT 4.1 Exhibit 4.1 THIS CERTIFIES THAT is the owner of CUSIP DATED COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR, FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF Clarus Therapeutics, Inc. (hereinafter called the “Company”), transferable on the books of the Company in person or by duly authorized attorney, u |
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| January 24, 2011 |
CLARUS THERAPEUTICS, INC. 2011 STOCK OPTION AND INCENTIVE PLAN QuickLinks - Click here to rapidly navigate through this document Exhibit 10.2 CLARUS THERAPEUTICS, INC. 2011 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Clarus Therapeutics, Inc. 2011 Stock Option and Incentive Plan (the "Plan"). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors an |
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| January 24, 2011 |
/s/ ROBERT E. DUDLEY Robert E. Dudley, PhD President & CEO QuickLinks - Click here to rapidly navigate through this document Exhibit 10.5 February 27, 2006 Stanley C. Penzotti, Jr., PhD 1549 Saratoga Court Green Oaks, IL 60048 RE: Employment Offer Dear Stan: I am pleased to offer you the opportunity to join Clarus Therapeutics, Inc. as Vice President of Pharmaceutical Development beginning May 1, 2006. The specific terms of this employment offer are outli |
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| January 24, 2011 |
FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CLARUS THERAPEUTICS, INC. QuickLinks - Click here to rapidly navigate through this document Exhibit 3.1 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLARUS THERAPEUTICS, INC. Clarus Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is Clarus Therapeutics, Inc., which is the name under which said corpora |
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| January 24, 2011 |
/s/ ROBERT E. DUDLEY Robert E. Dudley, PhD President & CEO QuickLinks - Click here to rapidly navigate through this document Exhibit 10.4 February 13, 2004 Steven A. Bourne, CPA 401 N. Emerson Street Mount Prospect, IL 60056 RE: Employment Offer Dear Steve: I am pleased to offer you the opportunity to join Clarus Therapeutics, Inc. as Vice President of Finance and Administration beginning on Monday, February 16, 2004. The specific terms of this employment |
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| January 24, 2011 |
QuickLinks - Click here to rapidly navigate through this document Exhibit 10.9 INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made as of , 2011 by and between Clarus Therapeutics, Inc., a Delaware corporation (the "Company"), and ("Indemnitee"). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, t |
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| January 24, 2011 |
AMENDED AND RESTATED BY-LAWS OF CLARUS THERAPEUTICS, INC. (the "Corporation") ARTICLE I QuickLinks - Click here to rapidly navigate through this document Exhibit 3.3 AMENDED AND RESTATED BY-LAWS OF CLARUS THERAPEUTICS, INC. (the "Corporation") ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an "Annual Meeting") shall be held at the hour, date and place within or without the United States whic |
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| January 24, 2011 |
SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CLARUS THERAPEUTICS, INC. EX-3.2 3 a2201631zex-32.htm EX-3.2 QuickLinks - Click here to rapidly navigate through this document Exhibit 3.2 SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLARUS THERAPEUTICS, INC. Clarus Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows: 1. The name of the Corporation is Clarus Therape |
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| January 12, 2011 |
UNSECURED CONVERTIBLE PROMISSORY NOTE EX-4.3 2 a2201565zex-43.htm EX-4.3 QuickLinks - Click here to rapidly navigate through this document Exhibit 4.3 THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE. THIS NOTE AND ANY OF SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTH |
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| January 12, 2011 |
As filed with the Securities and Exchange Commission on January 12, 2011 Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS CLARUS THERAPEUTICS, INC. |
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| December 23, 2010 |
As filed with the Securities and Exchange Commission on December 23, 2010 S-1/A 1 a2201447zs-1a.htm S-1/A Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS CLARUS THERAPEUTICS, INC. (A Development Stage Company) CONTENTS Table of Contents As filed with the Securities and Exchange Commission on December 23, 2010 Registration No. 333-170738 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 |
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| December 23, 2010 |
Dated: December 23, 2010 /s/ Richard A. King Name: Richard A. King QuickLinks - Click here to rapidly navigate through this document Exhibit 99.1 Consent I hereby consent to the (i) use of my name and biography in Amendment No. 1 to the Registration Statement to be filed by Clarus Therapeutics, Inc., a Delaware corporation ("the Company"), on Form S-1 (File No. 333-170738) and the related prospectus and any amendments or supplements thereto (collectively, the "Re |
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| December 23, 2010 |
Dated: December 23, 2010 /s/ David E. Riggs Name: David E. Riggs QuickLinks - Click here to rapidly navigate through this document Exhibit 99.2 Consent I hereby consent to the (i) use of my name and biography in Amendment No. 1 to the Registration Statement to be filed by Clarus Therapeutics, Inc., a Delaware corporation ("the Company"), on Form S-1 (File No. 333-170738) and the related prospectus and any amendments or supplements thereto (collectively, the "Re |
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| November 19, 2010 |
QuickLinks - Click here to rapidly navigate through this document Exhibit 4.4 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT |
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| November 19, 2010 |
QuickLinks - Click here to rapidly navigate through this document Exhibit 10.7 OFFICE LEASE DATE OF LEASE TERM OF LEASE MONTHLY RENT BEGINNING ENDING December 31, 2009 February 1, 2010 August 31, 2011 $5,001.34 (See Rider Attached) Location of Premises: Combined Office Center Suite #340 555 Skokie Blvd., Northbrook, Illinois 60062 Purpose: General Business Office LESSEE LESSOR Clarus Therapeutics |
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| November 19, 2010 |
As filed with the Securities and Exchange Commission on November 19, 2010 Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS CLARUS THERAPEUTICS, INC. |
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| November 19, 2010 |
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT QuickLinks - Click here to rapidly navigate through this document Exhibit 4.2 EXECUTION COPY AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of November 7, 2007 (this "Agreement"), among Clarus Therapeutics, Inc., a Delaware corporation (the "Corporation"), and the Investors (as hereinafter defined). The Investors own or have the righ |
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| November 19, 2010 |
UNSECURED CONVERTIBLE PROMISSORY NOTE QuickLinks - Click here to rapidly navigate through this document Exhibit 4.3 THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE. THIS NOTE AND ANY OF SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT |
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| November 19, 2010 |
SOFTGEL COMMERCIAL MANUFACTURING AGREEMENT QuickLinks - Click here to rapidly navigate through this document Exhibit 10.6 PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. SOFTGEL COMMERCIAL MANUFACTURING AGREEMENT This Softgel Commercial Manufacturing Agreement ("Agree |
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| November 19, 2010 |
CLARUS THERAPEUTICS, INC. 2004 STOCK INCENTIVE PLAN EX-10.1 5 a2201012zex-101.htm EX-10.1 QuickLinks - Click here to rapidly navigate through this document Exhibit 10.1 CLARUS THERAPEUTICS, INC. 2004 STOCK INCENTIVE PLAN Section 1. PURPOSE. The Plan is intended as an incentive to improve the performance, encourage the continued employment and increase the proprietary interest of certain directors, officers, advisors, employees and independent consu |
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| November 19, 2010 |
NOTE AND WARRANT PURCHASE AGREEMENT QuickLinks - Click here to rapidly navigate through this document Exhibit 10.8 NOTE AND WARRANT PURCHASE AGREEMENT THIS NOTE AND WARRANT PURCHASE AGREEMENT (this "Agreement"), is made as of November 19, 2010 (the "Effective Date"), by and among CLARUS THERAPEUTICS, INC., a Delaware corporation (the "Company"), and each of the purchasers named on the Schedule of Purchasers attached hereto as Schedu |
