Item 8.01 Other Events.
On August 27, 2021, the Company issued a press release
announcing that its stockholders had approved the Business Combination at the Special Meeting. A copy of the press release is filed herewith
as Exhibit 99.1 to this Current Report on Form 8-K.
Forward-Looking Statements
This Current Report on Form 8-K contains
certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed Business Combination
between the Company and Clarus, including without limitation statements regarding the anticipated benefits of the Business Combination,
the anticipated timing of the Business Combination, future financial condition and performance of Clarus and the combined company after
the closing of the Business Combination and expected financial impacts of the Business Combination, the satisfaction of closing conditions
to the Business Combination and the products and markets and expected future performance and market opportunities of Clarus. These forward-looking
statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations
and assumptions and, as a result, are subject to risks and uncertainties.
Many factors could cause actual
future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including but not limited to:
(i) the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of
the Company’s securities, (ii) the risk that the Business Combination may not be completed by the Company’s Business Combination
deadline and the potential failure to obtain an extension of the Business Combination deadline if sought by the Company, (iii) the failure
to satisfy the conditions to the consummation of the Business Combination, (iv) the lack of a third-party fairness opinion in determining
whether or not to pursue the proposed Business Combination, (v) the occurrence of any event, change or other circumstance that could give
rise to the termination of the Merger Agreement, (vi) the effect of the announcement or pendency of the Business Combination on Clarus’s
business relationships, operating results, and business generally, (vii) risks that the proposed Business Combination disrupts current
plans and operations of Clarus, (viii) risks related to Clarus’s ability to increase sales of JATENZO®, secure favorable reimbursement
coverage for such sales and expand its product offerings to include a pipeline of androgen and metabolic therapies for men and women,
including orphan indications, (ix) the outcome of existing legal proceedings in which Clarus is involved with respect to its intellectual
property, (x) the outcome of any legal proceedings that may be instituted against Clarus or against the Company related to the Merger
Agreement or the proposed Business Combination, (xi) the ability to maintain the listing of the Company’s securities on a national
securities exchange, (xii) changes in the competitive and regulated industries in which Clarus operates, variations in operating performance
across competitors, changes in laws and regulations affecting the business of Clarus and changes in the combined capital structure, (xiii)
the ability to implement business plans, forecasts, and other expectations after the completion of the proposed Business Combination,
and identify and realize additional opportunities, (xiv) the risk of downturns and a changing regulatory landscape in the highly competitive
pharmaceutical industry, (xv) costs related to the Business Combination and the failure to realize anticipated benefits of the Business
Combination or to realize estimated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions,
(xvi) risks related to the matters set forth in the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by
Special Purpose Acquisition Companies, issued by the Division of Corporate Finance of the SEC on April 12, 2021, and (xvii) those factors
discussed in the Company’s filings with the SEC. The foregoing list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties that are described in the “Risk Factors” section of the registration
statement on Form S-4, which includes a proxy statement/prospectus and which was declared effective by the SEC on July 23, 2021 (the “Registration
Statement”), and other documents filed and to be filed by the Company from time to time with the SEC. These filings identify and
address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in
the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue
reliance on forward-looking statements, and while Clarus and the Company may elect to update these forward-looking statements at some
point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information,
future events or otherwise. Neither of Clarus or the Company gives any assurance that Clarus or the Company, or the combined company,
will achieve its expectations.
No Offer; No Assurances
This Current Report on Form 8-K will
not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any
states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended, or an exemption therefrom. There can be no assurance that the potential benefits of combining
the companies will be realized. The description of the Business Combination and the transactions contemplated thereby contained herein
is only a summary and is qualified in its entirety by the disclosures in the Registration Statement and by the definitive agreements relating
to the Business Combination, copies of which have been filed by the Company with the SEC.