Securities Registration: Employee Benefit Plan (s-8)
May 10 2022 - 8:02AM
Edgar (US Regulatory)
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.
* Filed herewith.
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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