Securities Registration: Employee Benefit Plan (s-8)
May 08 2023 - 4:06PM
Edgar (US Regulatory)
As filed with the U.S. Securities and Exchange
Commission on May 8, 2023
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 |
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46-0571712 |
(State or other jurisdiction of
Incorporation or organization) |
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(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)
Douglas Manion
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
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Kevin Balthaser
Chief Financial Officer
Aclaris Therapeutics, Inc.
640 Lee Road, Suite 200
Wayne, PA 19087
(484) 324-7933
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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 2,667,545 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 8th day of May, 2023.
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Aclaris Therapeutics,
Inc. |
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By: |
/s/
Douglas Manion |
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Douglas Manion |
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President and Chief Executive Officer |
POWER OF ATTORNEY
Know
All Persons By These Presents, that each person whose signature appears below
constitutes and appoints Douglas Manion and Kevin Balthaser, 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 |
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Title |
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Date |
/s/ Douglas Manion |
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President, Chief Executive Officer and Director |
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May 8, 2023 |
Douglas Manion |
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(Principal Executive Officer) |
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/s/ Kevin Balthaser |
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Chief Financial Officer |
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May 8, 2023 |
Kevin Balthaser |
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(Principal Financial Officer and Principal Accounting Officer) |
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/s/ Neal Walker
Neal Walker |
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Chairman of the Board of Directors |
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May 8, 2023 |
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/s/ Christopher
Molineaux
Christopher Molineaux |
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Lead Independent Director |
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May 8, 2023 |
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/s/ Anand Mehra,
M.D.
Anand Mehra, M.D. |
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Director |
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May 8, 2023 |
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/s/ William Humphries
William Humphries |
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Director |
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May 8, 2023 |
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/s/ Andrew Powell |
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Director |
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May 8, 2023 |
Andrew Powell |
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/s/ Andrew Schiff |
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Director |
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May 8, 2023 |
Andrew Schiff |
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/s/ Bryan Reasons |
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Director |
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May 8, 2023 |
Bryan Reasons |
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/s/ Maxine Gowen |
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Director |
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May 8, 2023 |
Maxine Gowen |
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/s/ Vincent Milano |
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Director |
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May 8, 2023 |
Vincent Milano |
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