Item 2.02 Results of Operations and
On November 2, 2021, Aclaris Therapeutics, Inc. (the “Company”) issued a
press release announcing its financial results for the quarter and
nine months ended September 30, 2021. A copy of this press release
is furnished herewith as Exhibit 99.1 to this Current Report and is
incorporated herein by reference.
In accordance with General Instruction B.2. of Form 8-K, the
information in this Item 2.02 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.
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
of Kamil Ali-Jackson as Chief Legal Officer, Chief Compliance
Officer, and Corporate Secretary
On November 1, 2021, Ms. Ali-Jackson notified the Company that she
will retire from her position as the Chief Legal Officer, Chief
Compliance Officer and Corporate Secretary of the Company,
effective January 3, 2022 (the “Retirement
In connection with Ms.
Ali-Jackson’s retirement, on November 1, 2021, the Company and Ms.
Ali-Jackson entered into a Severance Agreement containing a release
of claims against the Company and the following severance benefits:
(a) an amount equal to her annual base salary plus her 2021 target
bonus and accrued but unpaid vacation, paid as a lump sum on the
Retirement Date, less applicable deductions; (b) payment of the
cost of health insurance premiums for 12 months; (c) acceleration
of vesting to the Retirement Date of options and restricted stock
units held by her, to the extent the award would have vested had
she remained employed through March 31, 2022; and (d) additional
acceleration of vesting to the Retirement Date of currently
outstanding restricted stock units held by her, with respect to a
number of shares equal to (i) $156,560 divided by (ii) the fair
market value of the Company’s common stock on the Retirement Date.
In addition, the Company has agreed to extend the exercise period
for Ms. Ali-Jackson’s vested options from 90 days to 180 days from
the Retirement Date.
The foregoing description
of the Severance Agreement is not complete and is qualified in its
entirety by reference to the Severance Agreement, which the Company intends to file as
an exhibit to the Company’s Annual Report on
Form 10-K for the year ending December 31,
Statements and Exhibits.
Press Release, dated November 2, 2021.
page from Aclaris Therapeutics, Inc.’s Form 8-K filed on November
2, 2021, formatted in Inline XBRL.