Current Report Filing (8-k)
June 11 2021 - 4:02PM
Edgar (US Regulatory)
0001557746
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0001557746
2021-06-08
2021-06-08
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xbrli:shares
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xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): June 8, 2021
Aclaris Therapeutics, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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001-37581
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46-0571712
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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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)
N/A
(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:
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Trading
Symbol(s)
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Name of Each Exchange on which Registered
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Common Stock, $0.00001 par value
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ACRS
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The Nasdaq Stock Market, LLC
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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. ¨
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Item 1.01
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Entry
into a Material Definitive Agreement.
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On June 9, 2021, Aclaris Therapeutics, Inc.
(the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
with Jefferies LLC, SVB Leerink LLC and Piper Sandler & Co., as representatives of the underwriters (the “Underwriters”),
to issue and sell 7,042,254 shares of common stock of the Company, par value $0.00001 per share (“Common Stock”),
in an underwritten public offering pursuant to an effective registration statement on Form S-3 (File No. 333-256337 and a related
prospectus and prospectus supplement, in each case filed with the Securities and Exchange Commission (the “Offering”).
The offering price to the public is $17.75 per share of Common Stock, and the Underwriters have agreed to purchase the shares from the
Company pursuant to the Underwriting Agreement at a price of $16.685 per share. In addition, the Company granted the Underwriters
an option to purchase, for a period of 30 days, up to an additional 1,056,338 shares of Common Stock. The Company estimates that
the net proceeds from the Offering will be approximately $117.3 million, or approximately $134.9 million if the Underwriters exercise
in full their option to purchase additional shares of Common Stock, in each case after deducting underwriting discounts and commissions
and estimated offering expenses. The closing of the Offering is expected to occur on June 14, 2021, subject to customary closing
conditions.
The Underwriting Agreement contains customary representations,
warranties, covenants and agreements by the Company, indemnification obligations of the Company and the Underwriters, including for liabilities
under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination
provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such
agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed
upon by the contracting parties. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K
and is incorporated herein by reference. The foregoing description of the Underwriting Agreement is qualified in its entirety by
reference to such exhibit. A copy of the opinion of Cooley LLP as to the legality of the shares of Common Stock to be issued and sold
in the Offering and related consent is filed as Exhibit 5.1 to this Current Report on Form 8-K.
On June 8, 2021, the Company issued a press
release announcing the commencement of the Offering. On June 9, 2021, the Company issued a press release announcing that it had priced
the Offering. Copies of the press releases are filed herewith as Exhibits 99.1 and 99.2, respectively, to this Current Report
on Form 8-K and are incorporated herein by reference.
Caution Concerning Forward-Looking Statements
This Current Report on Form 8-K may contain
forward-looking statements made in reliance upon the safe harbor provisions of Section 27A of the Securities Act and Section 21E
of the Securities Exchange Act of 1934, as amended. Forward-looking statements include all statements that do not relate solely to historical
or current facts, and can be identified by the use of words such as “may,” “will,” “expect,” “project,”
“estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,”
“continue” or the negative versions of those words or other comparable words. These forward-looking statements include statements
about the Company’s public offering, such as expected net proceeds and anticipated closing date. These forward-looking statements
are based on information currently available to the Company and its current plans or expectations, and are subject to a number of uncertainties
and risks that could significantly affect current plans. Actual results and performance could differ materially from those projected in
the forward-looking statements as a result of many factors, including the uncertainties related to market conditions and the completion
of the public offering on the anticipated terms or at all. The Company’s forward-looking statements also involve assumptions that,
if they prove incorrect, would cause its results to differ materially from those expressed or implied by such forward-looking statements.
These and other risks concerning the Company’s business are described in additional detail in the Company’s Annual Report
on Form 10-K for the year ended December 31, 2020, the Preliminary Prospectus Supplement and in the Company’s other Periodic
and Current Reports filed with the Securities and Exchange Commission. The Company is under no obligation to (and expressly disclaims
any such obligation to) update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
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Item 9.01
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Financial
Statements and Exhibits.
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(d) Exhibits
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Exhibit
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Number
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Exhibit Description
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1.1
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Underwriting Agreement by and among Aclaris Therapeutics, Inc., Jefferies LLC, SVB Leerink LLC and Piper Sandler & Co., dated June 9, 2021.
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5.1
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Opinion of Cooley LLP.
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23.1
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Consent of Cooley LLP (included in Exhibit 5.1).
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99.1
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Press Release, titled “Aclaris Announces Proposed Public Offering of Common Stock,” dated June 8, 2021.
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99.2
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Press Release, titled “Aclaris Announces Pricing of Public Offering of Common Stock,” dated June 9, 2021.
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104
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The cover page from Aclaris Therapeutics, Inc.’s Form 8-K filed on June 11, 2021, formatted in Inline XBRL.
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SIGNATURES
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.
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ACLARIS THERAPEUTICS, INC.
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By:
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/s/ Frank Ruffo
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Date: June 11, 2021
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Frank Ruffo
Chief Financial Officer
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