Registration of Additional Securities (up to 20%) (s-3mef)
January 20 2021 - 7:18AM
Edgar (US Regulatory)
As filed with the Securities
and Exchange Commission on January 20, 2020
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ACLARIS
THERAPEUTICS, INC.
(Exact name of registrant as specified in
its charter)
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Delaware
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46-0571712
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(State or other jurisdiction of incorporation
or organization)
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(I.R.S. Employer Identification Number)
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640 Lee Road, Suite 200
Wayne, PA 19087
(484) 324-7933
(Address, including zip code, and telephone
number, including area code of registrant’s principal executive offices)
Neal Walker
President and Chief Executive Officer
Aclaris Therapeutics, Inc.
640 Lee Road, Suite 200
Wayne, PA 19087
(484) 324-7933
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copies to:
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Brian F. Leaf
Brent B. Siler
Mark Ballantyne
Cooley LLP
11951 Freedom Drive
Reston, VA 20190
(703) 456-8000
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Kamil Ali-Jackson
Chief Legal Officer
Aclaris Therapeutics, Inc.
640 Lee Road, Suite 200
Wayne, PA 19087
(484) 324-7933
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From time to time after
the effective date of this Registration Statement
(Approximate date of commencement
of proposed sale to the public)
If the only securities
being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box: ☐
If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☐
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. x 333-237163
If this Form is a
post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a
registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a
post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities
or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer x
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Smaller reporting company
x
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Emerging growth company ¨
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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 7(a)(2)(B) of Securities Act.
¨
CALCULATION OF REGISTRATION
FEE
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Title of each class of securities to be registered
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Proposed Maximum Aggregate Offering Price (1)
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Amount of Registration Fee (2)
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Common Stock, par value $0.00001 per share
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$18,393,618
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$2,006.75
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(1)
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The registrant previously registered securities at an aggregate offering price not to exceed $100,000,000
on a Registration Statement on Form S-3 (File No. 333-237163), which was initially filed by the registrant on March 13, 2020 and
declared effective on April 29, 2020 (the “Prior Registration Statement”). In accordance with Rule 462(b) under the
Securities Act of 1933, as amended (the “Securities Act”), an additional amount of securities having a proposed maximum
aggregate offering price of $18,393,618 is hereby registered, which includes shares issuable upon the exercise of the underwriters’
option to purchase additional shares, representing no more than 20% of the maximum aggregate offering price of unsold securities
under the Prior Registration Statement. In no event will the maximum aggregate offering price of all securities issued pursuant
to this Registration Statement and the Prior Registration Statement exceed that registered under such Registration Statements.
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(2)
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Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, or the Securities
Act.
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This Registration Statement shall become effective upon filing
in accordance with Rule 462(b) under the Securities Act.
EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
Pursuant to Rule 462(b) under the Securities
Act of 1933, as amended, Aclaris Therapeutics, Inc. (the “Registrant”) is filing this Registration Statement on Form
S-3 (this “Registration Statement”) with the Securities and Exchange Commission (the “Commission”). This
Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-3 (File
No. 333-237163) (the “Prior Registration Statement”), which the Registrant originally filed with the Commission on
March 13, 2020, and which the Commission declared effective on April 29, 2020.
The Registrant is filing this Registration
Statement for the sole purpose of increasing the aggregate number of securities offered by the Registrant by a proposed aggregate
offering price of $18,393,618, which includes shares that may be sold by the Registrant in the event the underwriters exercise
their option to purchase additional shares of the Registrant’s common stock. The additional securities that are being registered
for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering
price of unsold securities under the Prior Registration Statement. The information set forth in the Prior Registration Statement
and all exhibits to the Prior Registration Statement are hereby incorporated by reference into this Registration Statement.
The required opinion
and consents are listed on the Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements
of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on the 20th day of January, 2021.
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ACLARIS THERAPEUTICS, INC.
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By:
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/s/ Neal Walker
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Neal Walker
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President and Chief Executive Officer
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Pursuant to the requirements
of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates
indicated.
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Signature
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Title
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Date
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/s/ Neal Walker
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President, Chief Executive Officer and Director
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January 20, 2021
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Neal Walker
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(Principal Executive Officer)
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/s/ Frank Ruffo
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Chief Financial Officer
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January 20, 2021
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Frank Ruffo
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(Principal Financial Officer and Principal Accounting Officer)
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*
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Chairman of the Board of Directors
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January 20, 2021
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Christopher Molineaux
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*
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Director
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January 20, 2021
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Anand Mehra, M.D.
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*
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Director
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January 20, 2021
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William Humphries
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*
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Director
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January 20, 2021
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Andrew Powell
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*
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Director
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January 20, 2021
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Andrew Schiff
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Director
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January 20, 2021
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Bryan Reasons
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Director
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January 20, 2021
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Maxine Gowen
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Director
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January 20, 2021
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Vincent Milano
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* By: /s/ Neal Walker
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Neal Walker
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Attorney-in-Fact
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