Current Report Filing (8-k)

Date : 09/05/2019 @ 12:46PM
Source : Edgar (US Regulatory)
Stock : Aclaris Therapeutics Inc (ACRS)
Quote : 1.14  -0.09 (-7.32%) @ 11:48PM
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Current Report Filing (8-k)




Washington, DC 20549






Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  September 3, 2019



Aclaris Therapeutics, Inc.

(Exact name of registrant as specified in its charter)












(State or other jurisdiction of incorporation)


(Commission File Number)


(IRS Employer
Identification No.)


640 Lee Road, Suite 200

Wayne, PA 19087

(Address of principal executive offices, including zip code)


(484)  324-7933

(Registrant’s telephone number, including area code)



(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act: 






Title of Each Class:


Trading Symbol(s)


Name of Each Exchange on which Registered

Common Stock, $0.00001 par value




The Nasdaq Stock Market, LLC


Indicate by check mark whether the registrant is an emerging growth Company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)  or Rule 12b‑2  of the Securities Exchange Act of 1934 (§240.12b‑2  of this chapter).


Emerging growth company ☑


If an emerging growth company,  indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☑








Item 2.05

Costs Associated with Exit or Disposal Activities.




On September 5, 2019, Aclaris Therapeutics, Inc. (the “Company”) announced the completion of a strategic review of its business, as a result of which the Company will refocus its resources on its immuno-inflammatory development programs and actively seek commercialization partners for its commercial products business. In order to streamline operations and reduce costs, the Company also announced a plan to reduce its workforce by terminating 86 employees, which the Company expects to be completed over the next six months. On September 3, 2019, the Company’s Board of Directors approved these actions, which were effective immediately.  As a result, the Company expects to incur a one-time charge totaling approximately $2.0 million in connection with one-time employee termination costs, including severance and other benefits. This charge is expected to be incurred during the quarter ending September 30, 2019. In addition, an estimated charge between $1.0 million and $1.5 million is expected to be incurred for retention benefits and other related charges over the next six months. In total, this restructuring plan is estimated to cost between $3.0 million and $3.5 million over the next six months, excluding non-cash charges, with related cash payments expected to be substantially paid out by March 31, 2020.  

The estimates of costs that the Company expects to incur and the timing thereof are subject to a number of assumptions and actual results may differ.




Item 7.01

Regulation FD Disclosure.


The Company issued a press release on September 5, 2019 announcing the Company’s new strategic direction, a copy of which is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2. of Form 8-K, the information in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any incorporation language in such a filing, except as expressly set forth by specific reference in such a filing.




Item 9.01

Financial Statements and Exhibits.











Exhibit Description





Press Release, dated September 5, 2019.





Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.













/s/ Frank Ruffo

Date:  September 5, 2019


Frank Ruffo
Chief Financial Officer



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