NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
1,539,480 shares, all of which are owned directly by SVP VIII. SM VIII, the general partner of SVP VIII, may be deemed to have sole voting power, and Healy, a managing member of SM VIII, may be deemed to have shared voting power to vote these shares.
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
1,539,480 shares, all of which are owned directly by SVP VIII. SM VIII, the general partner of SVP VIII, may be deemed to have sole dispositive power, and Healy, a managing member of SM VIII, may be deemed to have shared power to dispose of these shares.
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
1,539,480
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
5.0%
|
14
|
TYPE OF REPORTING PERSON
|
IN
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Dr. Anand Mehra (“Mehra”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
12,632 shares (including 12,632 shares that are subject to stock options exercisable by Mehra within 60 days of the date of this filing).
|
8
|
SHARED VOTING POWER
1,539,480 shares, all of which are owned directly by SVP VIII. SM VIII, the general partner of SVP VIII, may be deemed to have sole voting power, and Mehra, a managing member of SM VIII and director of the Issuer, may be deemed to have shared voting power to vote these shares.
|
9
|
SOLE DISPOSITIVE POWER
12,632 shares (including 12,632 shares that are subject to stock options exercisable by Mehra within 60 days of the date of this filing).
|
10
|
SHARED DISPOSITIVE POWER
1,539,480 shares, all of which are owned directly by SVP VIII. SM VIII, the general partner of SVP VIII, may be deemed to have sole dispositive power, and Mehra, a managing member of SM VIII and director of the Issuer, may be deemed to have shared power to dispose of these shares.
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
1,552,112
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
|
5.0%
|
14
|
TYPE OF REPORTING PERSON
|
IN
|
Statement on Schedule 13D
This Amendment No. 2 (“Amendment
No. 2”) amends and restates the Statement on Schedule 13D initially filed on October 16, 2015 and amended on January 18,
2017 (“Original Schedule 13D”) and relates to the beneficial ownership of Common Stock, $0.00001 par value per share
(“Common Stock”), of Aclaris Therapeutics, Inc., a Delaware corporation (“Issuer”). This Amendment No.
2 is being filed by Sofinnova Venture Partners VIII, L.P., a Delaware limited partnership (“SVP VIII”), Sofinnova Management
VIII, L.L.C., a Delaware limited liability company (“SM VIII”), Dr. Michael F. Powell (“Powell”), Dr. James
I. Healy (“Healy”), and Dr. Anand Mehra (“Mehra” and collectively with SVP VIII, SM VIII, Powell, and Healy,
the “Reporting Persons”). This Amendment No. 2 is being filed to reflect that the Reporting Persons ceased to be beneficial
owners of more than five percent of the Issuer’s Common Stock.
|
ITEM 1.
|
SECURITY AND ISSUER.
|
(a) The class of equity securities to which this statement relates is the Common Stock of the Issuer.
(b) The Issuer’s principal executive offices are located at 101 Lindenwood Drive, Suite 400, Malvern, PA 19355.
|
ITEM 2.
|
IDENTITY AND BACKGROUND.
|
(a) The
persons and entities filing this Schedule 13D are SVP VIII, SM VIII, Powell, Healy, and Mehra. SM VIII, the general partner of
SVP VIII, may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by SVP VIII.
Mehra may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by Mehra. Dr. Srinivas
Akkaraju, a reporting person on the Schedule 13D initially filed on October 16, 2015, is no longer a managing member of SM VIII,
and accordingly, is no longer a reporting person on this Schedule 13D.
(b) The
address of the principal place of business for each of the Reporting Persons is c/o Sofinnova Ventures, 3000 Sand Hill Road, Bldg
4, Suite 250, Menlo Park, California 94025.
(c) The
principal occupation of each of the Reporting Persons is the venture capital investment business. The principal business of SVP
VIII is to make investments in private and public companies, and the principal business of SM VIII is to serve as the general partner
of SVP VIII. Powell, Healy and Mehra are the managing members of SM VIII. Mehra is a director of the Issuer.
(d) During
the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During
the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) SVP
VIII is a Delaware limited partnership. SM VIII is a Delaware limited liability company. Powell, Healy, and Mehra are U.S. citizens.
|
ITEM 3.
|
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
|
In August
2012, SVP VIII entered into a Series A investment agreement pursuant to which SVP VIII acquired from the Issuer an aggregate 2,000,000
shares of Series A redeemable convertible preferred shares for a purchase price of approximately $1.00 share, or $2,000,000 in
the aggregate.
In September
2014, SVP VIII entered into a Series B investment agreement pursuant to which SVP VIII acquired from the Issuer an aggregate 2,424,242
shares of Series B redeemable convertible preferred shares for a purchase price of approximately $1.65 per share, or $4,000,000
in the aggregate.
In August
2015, SVP VIII entered into a Series C investment agreement pursuant to which SVP VIII acquired from the Issuer an aggregate 2,063,107
shares of Series C convertible preferred shares for a purchase price of $3.09 per share, or $6,375,000 in the aggregate.
Following
the 1-for-3.45 reverse stock split effected by the Issuer on September 24, 2015 and in connection with the Issuer’s initial
public offering of Common Stock (“Offering”), each Series A, Series B, and Series C preferred share automatically converted
into 0.289855 shares of Common Stock for 579,710, 702,678, and 598,002 shares of Common Stock respectively.
In connection
with the Offering, SVP VIII purchased 409,090 shares of Common Stock at $11 per share, or $4,499,990 in the aggregate. Such purchase
occurred pursuant to and on the terms set forth in the Issuer’s Prospectus filed pursuant to Rule 424(b)(4) on October 8,
2015 with the Securities and Exchange Commission (the “Prospectus”).
On June 29, 2016, Mehra was granted a stock
option from the Issuer to purchase 6,632 shares of Common Stock at an exercise price of $18.32 per share. The shares underlying
this option vest in twelve equal monthly installments through June 29, 2017, subject to Mehra’s continuous service as a director
of the Issuer as of such vesting date. Such option will expire on June 28, 2026.
On January 10, 2017, SVP VIII disposed
of 750,000 shares of Common Stock in a block trade for $28.2511 per share, or $21,188,325 in the aggregate.
The source of the funds for all purchases
and acquisitions by the Reporting Persons was from working capital.
No part of the purchase price was borrowed
by any Reporting Person for the purpose of acquiring any securities discussed in this Item 3.
|
ITEM 4.
|
PURPOSE OF TRANSACTION.
|
The Reporting Persons
hold their securities of the Issuer for investment purposes. Depending on the factors discussed herein, the Reporting Persons may,
from time to time, acquire additional Common Stock and/or retain and/or sell all or a portion of the Common Stock held by the Reporting
Persons in the open market or in privately negotiated transactions, and/or may distribute the Common Stock held by the Reporting
Persons to their respective members or limited partners. Any actions the Reporting Persons might undertake will be dependent upon
the Reporting Persons’ review of numerous factors, including, among other things, the price levels of the Common Stock, general
market and economic conditions, ongoing evaluation of the Issuer's business, financial condition, operations and prospects; the
relative attractiveness of alternative business and investment opportunities, and other future developments
.
Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to
any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
|
ITEM 5.
|
INTEREST IN SECURITIES OF THE ISSUER.
|
(a,b) Regarding
aggregate beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding percentage beneficial ownership,
see Row 13 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 7 of the cover page of each
Reporting Person. Regarding shared power to vote shares, see Row 8 of the cover page of each Reporting Person. Regarding sole power
to dispose of shares, see Row 9 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row
10 of the cover page of each Reporting Person. Percentage calculations were made using 30,834,679 as the number of shares of Common
Stock outstanding on November 6, 2017 as reported by the Issuer.
(c) Except
as set forth in Item 3 above, the Reporting Persons have not effected any transaction in the Common Stock of the Issuer during
the past 60 days.
(d) Under
certain circumstances set forth in the limited partnership agreement of SVP VIII, the general partner and limited partners of SVP
VIII may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by
such entity of which they are a partner.
(e) The
Reporting Persons ceased to be beneficial owners of more than five percent of the Issuer’s Common Stock on November 7, 2017.
|
ITEM 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
|
Pursuant to a lock-up
agreement filed as Exhibit A to the Underwriting Agreement entered into with Jeffries LLC and Citigroup Global Markets, Inc. as
Representatives of the several underwriters in connection with the Offering, the Reporting Persons are subject to a lock-up period
continuing and including the date 180 days after the date of the Prospectus, during which the Reporting Persons have agreed, subject
to limited exceptions, not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly,
any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or enter into any
swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common
Stock without the consent of the underwriters. The lock-up is more fully described in Exhibit A to the Underwriting Agreement filed
as Exhibit 1.1 in Amendment No. 2 to the Issuer’s Registration Statement on Form S-1 (as amended from time to time) (File
No. 333-206437), and is incorporated herein by reference.
The Reporting Persons
are party to a Second Amended and Restated Investors’ Rights Agreement among the Issuer, the Reporting Persons and other
shareholders. Subject to the terms of the Second Amended and Restated Investors’ Rights Agreement, holders of Common Stock
having registration rights can demand that the Issuer file a registration statement or request that their shares be covered by
a registration statement that the Issuer is otherwise filing. The Investors’ Rights Agreement dated as August 28, 2015 is
filed as Exhibit 10.5 in Amendment No.1 to the Issuer’s Registration Statement on Form S-1 (as amended from time to time)
(File No. 333-206437), and is incorporated herein by reference.
Mehra, in his capacity
as a director of the Issuer, along with the other directors of the Issuer, entered into an Indemnification Agreement with the Issuer,
as more fully described in the Prospectus and incorporated herein by reference to Exhibit 10.12 to the Issuer’s Registration
Statement on Form S-1 (File No. 333-206437).
On November 17, 2016,
in connection with an offering of Common Stock by the Issuer, SVP VIII entered into a Lock-Up Agreement whereby SVP VIII agreed,
subject to specified exceptions, not to directly or indirectly sell, offer to sell, contract to sell or lend any shares or related
securities currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Securities Exchange
Act of 1934, as amended, or the Exchange Act), effect any short sale, or establish or increase any “put equivalent position”
(as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as
defined in Rule 16a-1(b) under the Exchange Act) of any shares or related securities, pledge, hypothecate or grant any security
interest in any shares or related securities, in any other way transfer or dispose of any shares or related securities, enter into
any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any
shares or related securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise,
or publicly announce the intention to do any of the foregoing for a period of 60 days after the date of such offering without the
prior written consent of the underwriters. The Form of Lock-Up Agreement is attached as Exhibit A to Prospectus Supplement No.
8 filed by the Issuer on November 18, 2016 (File No. 333-212095), and is incorporated herein by reference. On January 10, 2017
the underwriters executed a Lock-Up Agreement Release permitting SVP VIII to dispose of up to 750,000 shares of Common Stock, with
the Lock-Up Agreement remaining in effect as to the other shares of Common Stock held by SVP VIII. The Lock-Up Agreement Release
is filed as Exhibit G hereto.
|
ITEM 7.
|
MATERIAL TO BE FILED AS EXHIBITS.
|
EXHIBIT A
|
Agreement of Joint Filing.
|
EXHIBIT B
|
Power of Attorney.
|
EXHIBIT C
|
Form of Lock-Up Agreement entered into by and among the Issuer, the underwriters and certain others, and is incorporated herein by reference to Exhibit A to the Underwriting Agreement filed as Exhibit 1.1 in Amendment No. 2 to the Issuer’s Registration Statement on Form S-1 (File No. 333-206437).
|
EXHIBIT D
|
Form of Indemnification Agreement for Directors and Officers, filed as Exhibit 10.12 to the Issuer’s Registration Statement on Form S-1 (File No. 333-206437) is incorporated herein by reference.
|
EXHIBIT E
|
Second Amended and Restated Investors’ Rights Agreement dated as of August 28, 2015, was filed as Exhibit 10.5 in Amendment No. 1 to the Issuer’s Registration Statement on Form S-1 (as amended from time to time) (File No. 333-206437) is incorporated herein by reference.
|
EXHIBIT F
|
Form of Lock-Up Agreement entered into by and among the Issuer, the underwriters and certain others, and is incorporated herein by reference to Exhibit A to Prospectus Supplement No. 8 filed by the Issuer on November 18, 2016 (File No. 333-212095).
|
EXHIBIT G
|
Lock-Up Agreement Release executed by Jefferies LLC and Leerink Partners LLC dated January 10, 2017 is incorporated herein by reference to Amendment No. 1 to this Schedule 13D filed on January 18, 2017.
|
SIGNATURES
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 12, 2018
|
SOFINNOVA VENTURE PARTNERS VIII, L.P., a Delaware Limited Partnership
|
|
|
|
|
By:
|
SOFINNOVA MANAGEMENT VIII, L.L.C., a Delaware Limited Liability Company
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
/s/ Nathalie Auber
|
|
|
Nathalie Auber
|
|
|
Attorney-in-Fact
|
|
|
|
|
SOFINNOVA MANAGEMENT VIII, L.L.C., a Delaware Limited Liability Company
|
|
|
|
|
By:
|
/s/ Nathalie Auber
|
|
|
Nathalie Auber
|
|
|
Attorney-in-Fact
|
|
|
|
|
DR. JAMES I. HEALY
|
|
DR. MICHAEL F. POWELL
|
|
DR. ANAND MEHRA
|
|
|
|
|
By:
|
/s/ Nathalie Auber
|
|
|
Nathalie Auber
|
|
|
Attorney-in-Fact
|
EXHIBIT INDEX
Exhibit
|
|
Description
|
|
|
|
A
|
|
Agreement of Joint Filing.
|
B
|
|
Power of Attorney.
|
C
|
|
Form of Lock-Up Agreement entered into by and among the Issuer, the underwriters and certain others, and is incorporated herein by reference to Exhibit A to the Underwriting Agreement filed as Exhibit 1.1 in Amendment No. 2 to the Issuer’s Registration Statement on Form S-1 (File No. 333-206437).
|
D
|
|
Form of Indemnification Agreement for Directors and Officers, filed as Exhibit 10.12 to the Issuer’s Registration Statement on Form S-1 (File No. 333-206437) is incorporated herein by reference.
|
E
|
|
Second Amended and Restated Investors’ Rights Agreement dated as of August 28, 2015, was filed as Exhibit 10.5 in Amendment No. 1 to the Issuer’s Registration Statement on Form S-1 (as amended from time to time) (File No. 333-206437) is incorporated herein by reference.
|
F
|
|
Form of Lock-Up Agreement entered into by and among the Issuer, the underwriters and certain others, and is incorporated herein by reference to Exhibit A to Prospectus Supplement No. 8 filed by the Issuer on November 18, 2016 (File No. 333-212095).
|
G
|
|
Lock-Up Agreement Release executed by Jefferies LLC and Leerink Partners LLC dated January 10, 2017 is incorporated
herein by reference to Amendment No. 1 to this Schedule 13D filed on January 18, 2017.
|
exhibit A
Agreement of Joint Filing
The undersigned hereby
agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of Aclaris Therapeutics, Inc. shall be
filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.
Date: February 12, 2018
|
SOFINNOVA VENTURE PARTNERS VIII, L.P., a Delaware Limited Partnership
|
|
|
|
|
By:
|
SOFINNOVA MANAGEMENT VIII, L.L.C., a Delaware Limited Liability Company
|
|
Its:
|
General Partner
|
|
|
|
|
By:
|
/s/ Nathalie Auber
|
|
|
Nathalie Auber
|
|
|
Attorney-in-Fact
|
|
|
|
|
SOFINNOVA MANAGEMENT VIII, L.L.C., a Delaware Limited Liability Company
|
|
|
|
|
By:
|
/s/ Nathalie Auber
|
|
|
Nathalie Auber
|
|
|
Attorney-in-Fact
|
|
|
|
|
DR. JAMES I. HEALY
|
|
DR. MICHAEL F. POWELL
|
|
DR. ANAND MEHRA
|
|
|
|
|
By:
|
/s/ Nathalie Auber
|
|
|
Nathalie Auber
|
|
|
Attorney-in-Fact
|
exhibit B
Power
of Attorney
Nathalie Auber has
signed this Schedule 13D as Attorney-In-Fact. Note that copies of the applicable Power of Attorney are already on file with the
appropriate agencies.
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