As filed with the U.S. Securities and Exchange Commission on May 10, 2022 

Registration No. 333-

 

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

  

 

 

FORM S-8 

REGISTRATION STATEMENT 

UNDER 

THE SECURITIES ACT OF 1933

 

 

 

ACLARIS THERAPEUTICS, INC. 

(Exact name of registrant as specified in its charter)

  

 

 

Delaware   46-0571712
(State or other jurisdiction of
Incorporation or organization)
  (I.R.S. Employer
Identification No.)

  

640 Lee Road, Suite 200
Wayne, PA 19087 

(Address of principal executive offices) (Zip code)

  

 

 

2015 Equity Incentive Plan  

(Full title of the plan)

  

 

 

Neal Walker  

President and Chief Executive Officer 

Aclaris Therapeutics, Inc. 

640 Lee Road, Suite 200,

Wayne, PA 19087  

(484) 324-7933  

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

 

Copies to:  

 

Mark Ballantyne 

Brian F. Leaf
Cooley LLP
11951 Freedom Drive
Reston, VA 20190-5640
(703) 456-8000

 

Frank Ruffo
Chief Financial Officer
Aclaris Therapeutics, Inc.
640 Lee Road, Suite 200 

Wayne, PA 19087
(484) 324-7933 

 

 

 

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.

 

Large accelerated filer x Accelerated filer ¨
Non-accelerated filer ¨ Smaller reporting company ¨
  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 7(a)(2)(B) of the Securities Act. ¨

 

 

 

 

 

  

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 2,449,137 shares of Common Stock of Aclaris Therapeutics, Inc. to be issued pursuant to the 2015 EIP.

 

PART II

 

ITEM 3.INCORPORATION OF DOCUMENTS BY REFERENCE

  

The contents of the earlier registration statement relating to the 2015 EIP, previously filed with the Securities and Exchange Commission on October 15, 2015 (File No. 333-207434) are incorporated herein by reference and made a part of this Registration Statement.

 

 

 

  

ITEM 8.EXHIBITS

  

    Incorporated by Reference
Exhibit 
Number
Description Schedule
Form
File
Number
Exhibit Filing Date
           
4.1   Amended and Restated Certificate of Incorporation of the Registrant.   8-K   001-37581   3.1   10/13/2015  
4.2 Amended and Restated Bylaws of the Registrant. 8-K 001-37581 3.1 06/24/2020
4.3 Specimen stock certificate evidencing shares of the Registrant’s Common Stock. S-1/A 333-206437 4.1 09/25/2015
4.4 2015 Equity Incentive Plan. S-8 333-207434 4.6 10/15/2015
4.5 Form of Stock Option Grant Notice and Stock Option Agreement under 2015 Equity Incentive Plan. S-1/A 333-206437 10.10 09/25/2015
4.6 Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under 2015 Equity Incentive Plan. S-1/A 333-206437 10.11 09/25/2015
4.7 Form of Performance Stock Option Grant Notice and Stock Option Agreement used in connection with the 2015 Equity Incentive Plan. 10-K 001-37581 10.11 03/18/2019
4.8 Form of Performance Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement used in connection with the 2015 Equity Incentive Plan. 10-K 001-37581 10.12 03/18/2019
5.1* Opinion of Cooley LLP.
23.1* Consent of Cooley LLP (included in Exhibit 5.1).
23.2* Consent of Independent Registered Public Accounting Firm.
24.1* Power of Attorney (included on the signature page of this Form S-8).
107* Filing Fee Table

 

* Filed herewith.

 

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SIGNATURES

  

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and 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 this 10th day of May, 2022.

  

  Aclaris Therapeutics, Inc.
   
  By: /s/ Neal Walker
    Neal Walker
    President and Chief Executive Officer

 

POWER OF ATTORNEY

 

Know All Persons By These Presents, that each person whose signature appears below constitutes and appoints Neal Walker and Frank Ruffo, each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date

/s/ Neal Walker 

Neal Walker

 

President, Chief Executive Officer and Director 

(Principal Executive Officer) 

  May 10, 2022

/s/ Frank Ruffo 

Frank Ruffo

 

Chief Financial Officer 

(Principal Financial Officer and Principal Accounting Officer) 

  May 10, 2022

/s/ Christopher Molineaux 

Christopher Molineaux 

  Chairman of the Board of Directors   May 10, 2022

/s/ Anand Mehra 

Anand Mehra, M.D. 

  Director   May 10, 2022

/s/ William Humphries 

William Humphries 

  Director   May 10, 2022

/s/ Andrew Powell 

Andrew Powell 

  Director   May 10, 2022

/s/ Andrew Schiff 

Andrew Schiff 

  Director   May 10, 2022
/s/ Bryan Reasons   Director   May 10, 2022
Bryan Reasons      
/s/ Maxine Gowen   Director   May 10, 2022
Maxine Gowen      
/s/ Vincent Milano   Director   May 10, 2022
Vincent Milano      

  

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